Seagate Technology Holdings (STX) 10-K risk factor changes: FY2021 vs FY2020

- 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 [removed: levels;][added: levels and temporary or permanent closures or reductions in operational capacity of our facilities or the facilities of our direct or indirect suppliers or customers, and any supply chain disruptions;]

- 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 [removed: 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 [removed: 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);][added: operate;]

The ultimate extent of the impact of COVID-19 on our business, financial condition and results of operations will depend on future developments, [added: including the impact of any virus mutations or new strains of COVID-19 and the distribution and efficacy of the vaccine,] which are highly uncertain and cannot be predicted at this time.

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 [removed: outbreak.][added: outbreak or variants thereof.]

[removed: -] [added: Our principal sources of competition include HDD and SSD manufacturers, and] companies that provide storage [removed: subsystems and components to OEMs,] [added: subsystems,] including electronic manufacturing services [removed: (“EMS”)] and contract electronic [removed: manufacturing (“CEM”).][added: manufacturing.]

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

Our manufacturing process requires us to make significant product-specific investments in inventory [removed: each quarter] for production [removed: in that quarter or a specific quarter] [added: at least three to six months] in [removed: the future.][added: advance.]

[removed: Changes] [added: - Changes] in demand for computer systems, data storage subsystems and consumer electronic devices may in the future cause a decline in demand for our [removed: products.][added: products, or an increase in demand for our products that we are unable to meet.]

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

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

Whenever an oversupply of products in the market causes [removed: participants in] our industry to have higher than anticipated inventory levels, we experience even more intense price competition from other manufacturers than usual, which may materially adversely affect our financial results.

[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.]

In addition, the [removed: limited number] [added: concentration] of [removed: high-volume OEMs] [added: customers in our largest end markets] magnifies the potential effect of missing a product qualification opportunity.

If the delivery of our products is delayed, our [removed: OEM] customers may use our competitors’ products to meet their [removed: production] requirements.

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

Our customers demand new generations of storage products as advances in computer hardware and software have created the need for improved [removed: storage products,] [added: storage,] with features such as increased storage capacity, enhanced security, [added: energy efficiency,] improved performance and reliability and lower cost.

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

In addition, in the event that we need to refinance all or a portion of our outstanding debt as it matures or incur additional debt to fund our operations, we may not be able to obtain terms as favorable as the terms of our existing debt or refinance our existing debt [added: or incur additional debt to fund our operations] at all.

[removed: We] [added: - We] may not be successful in our efforts to grow our [removed: EDS and] [added: systems,] SSD [removed: revenues.][added: and Lyve revenues.]

We have made and continue to make investments to grow our [removed: EDS and] [added: systems,] SSD [added: and Lyve platform] revenues.

Our ability to grow [removed: EDS and] [added: systems,] SSD [added: and Lyve] revenues is subject to the following risks:

- we may not be able to offer compelling solutions [added: or services] to [removed: enterprises and] [added: enterprises, subscribers, or] consumers;

Other factors that could have a material adverse effect on demand for our products and on our financial condition and results of operations include [added: inflation, slower growth or recession,] conditions in the labor market, healthcare costs, access to credit, consumer confidence and other macroeconomic factors affecting consumer and business spending behavior.

Macroeconomic developments such as the withdrawal of the United Kingdom (“U.K.”) from the European Union (“EU”), slowing economies in parts of Asia and the Americas, increased tariffs between the U.S. and China, Mexico and other countries, or adverse economic conditions worldwide resulting from the COVID-19 pandemic and efforts of governments and private industry to slow the pandemic [removed: through stay at home orders, social distancing requirements and other disease control measures] [added: or efforts of governments to stimulate the economy, which may increase the risk of significant inflation,] could negatively affect our business, operating results or financial condition which, in turn, could adversely affect the price of our ordinary shares.

- [added: uncertainty in global economic and political conditions, or] adverse changes in the level of economic activity in the major regions in which we do business;

- competitive pressures resulting in lower [removed: selling] prices by our competitors which may shift demand away from our [removed: products toward those of our competitors;][added: products;]

- [added: announcements of new products, services or technological innovations by us or our competitors, and] delays or problems in our introduction of new, more cost-effective products, the inability to achieve high production yields or delays in customer qualification or initial product quality issues;

- changes in [added: customer demand or the] purchasing patterns [added: or behavior] of our customers;

- [added: disruptions in our supply chain, including] increased costs or adverse changes in availability of supplies of raw materials or components;

- changes in the demand for the computer systems and data storage products that contain our [removed: products due to seasonality, economic conditions and other factors;][added: products;]

- our high proportion of fixed costs, including [added: manufacturing and] research and development expenses;

[removed: We] [added: - We] experience seasonal declines in the sales of our [added: consumer] products during the second half of our fiscal year which may adversely affect our results of [removed: operations.][added: operations.]

[removed: Sales] [added: In certain end markets, sales] of computers, storage subsystems and consumer electronic devices tend to be seasonal, and therefore, we expect to continue to experience seasonality in our business as we respond to variations in our customers’ demand for our products.

We [removed: also] experience seasonal reductions in the [added: second half of our fiscal year in the] business activities of our customers during international holidays like Lunar New Year, as well as in the summer months (particularly in Europe), which typically result in lower sales during those periods.

Since our working capital needs peak during periods in which we are increasing production in anticipation of orders that have not yet been received, our results of operations will fluctuate [removed: seasonally] even if the forecasted demand for our products proves accurate.

While we have long-standing relationships with many of our customers, if any [removed: of our] key customers were to significantly [removed: reduce] [added: reduce, defer or cancel] their purchases from [removed: us,] [added: us] or [added: delay product acceptances, or] we were prohibited [removed: or restricted by law, regulation or other governmental action] from selling to those key customers, our results of operations would be adversely affected.

Although sales to key customers may vary from period to period, a key customer that permanently discontinues or significantly reduces its relationship with [removed: us] [added: us, or that we are prohibited from selling to,] could be difficult to replace.

In line with industry practice, new key customers usually require that we pass a lengthy and rigorous qualification [removed: process at the customer’s expense.][added: process.]

Furthermore, [removed: if, as a result of increased leverage,] [added: if such] customer pressures require us to reduce our pricing such that our gross margins are diminished, it might not be feasible to sell [removed: our products] to a particular customer, which could result in a decrease in our revenue.

A substantial portion of our sales has been to distributors [added: and retailers] of disk drive products.

Summary of Risk Factors

The following is a summary of the principal risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, cash flows, brand and/or the price of our outstanding ordinary shares, and make an investment in our ordinary shares speculative or risky.

You should read this summary together with the more detailed description of each risk factor contained below.

Additional risks beyond those summarized below or discussed elsewhere in this Annual Report on Form 10-K may apply to our business and operations as currently conducted or as we may conduct them in the future or to the markets in which we currently, or may in the future, operate.

Risks Related to our Business, Operations and Industry

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

- We may be adversely affected by the loss of, or reduced, delayed or canceled purchases by, one or more of our key customers.

- We are dependent on sales to distributors and retailers, which may increase price erosion and the volatility of our sales.

- We must plan our investments in our products and incur costs before we have customer orders or know about the market conditions at the time the products are produced.

If we fail to predict demand accurately for our products or if the markets for our products change, we may be unable to meet demand or we may have insufficient demand, which may materially adversely affect our financial condition and results of operations.

- 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.

- If we do not control our fixed costs, we will not be able to compete effectively.

Risks Associated with Supply and Manufacturing

- If we experience shortages or delays in the receipt of, or cost increases in, critical components, equipment or raw materials necessary to manufacture our products, we may suffer lower operating margins, production delays and other material adverse effects.

- Shortages or delays in critical components, as well as reliance on single-source suppliers, can affect our production and development of products and may harm our operating results.

- We have a long and unpredictable sales cycle for nearline and mission critical storage solutions, which impairs our ability to accurately predict our financial and operating results in any period and may adversely affect our ability to forecast the need for investments and expenditures.

- If revenues fall or customer demand decreases significantly, we may not meet all of our purchase commitments to certain suppliers.

- Due to the complexity of our products, some defects may only become detectable after deployment.

Risks Related to Human Capital

- The loss of or inability to attract key executive officers and employees could negatively impact our business prospects.

- We are subject to risks related to corporate and social responsibility and reputation.

Risks Related to Financial Performance or General Economic Conditions

- We may not be able to generate sufficient cash flows from operations and our investments to meet our liquidity requirements, including servicing our indebtedness.

- We are subject to counterparty default risks.

- Our quarterly results of operations fluctuate, sometimes significantly, from period to period, and may cause our share price to decline.

- Any cost reduction initiatives that we undertake may not deliver the results we expect, and these actions may adversely affect our business.

- Changes in the macroeconomic environment may in the future negatively impact our results of operations.

- Political events, war, terrorism, natural disasters, public health issues and other circumstances could materially adversely affect our results of operations and financial condition.

Legal, Regulatory and Compliance Risks

- Some of our products and services are subject to export control laws and other laws affecting the countries in which our products and services may be sold, distributed, or delivered, and any changes to or violation of these laws could have a material adverse effect on our business, results of operations, financial condition and cash flows.

- Changes in U.S. trade policy, including the imposition of sanctions or tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.

- We may be unable to protect our intellectual property rights, which could adversely affect our business, financial condition and results of operations.

- We are at times subject to intellectual property proceedings and claims which could cause us to incur significant additional costs or prevent us from selling our products, and which could adversely affect our results of operations and financial condition.

- Our business and certain products and services depend in part on IP and technology licensed from third parties, as well as data centers and infrastructure operated by third parties.

Risks Related to Information Technology, Data and Information Security

- We could suffer a loss of revenue and increased costs, exposure to significant liability including legal and regulatory consequences, reputational harm and other serious negative consequences in the event of cyber-attacks, ransomware or other cyber security breaches or incidents that disrupt our operations or result in the dissemination of proprietary or confidential information of our customers or about us or our customers or other third parties.

- We must successfully maintain and upgrade our IT systems, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Owning our Ordinary Shares

- The price of our ordinary shares may be volatile and could decline significantly.

- 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;

- supply chain disruptions;

Our principal sources of competition include:

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

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In addition, the barriers to entry into our markets could be lowered, allowing large EMS and CEM companies that utilize general-purpose design skills to enter our markets and reduce the value of our specialized research and design skills.

If our markets become more commoditized and we fail to deliver innovative, alternative products to our customers or match the price declines or cost efficiencies, we will have difficulty competing against the large EMS and CEM companies.

This could result in lower profit margins or a loss of market share.

Any significant decline in our market share in any of our principal markets would adversely affect our results of operations.

Our industry operates primarily on quarterly purchasing cycles, with most of the orders typically coming at the end of each quarter.

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

If one or more of our key customers decides to defer or cancel a purchase order or delay product acceptance in any given quarter, our revenues for that quarter may be significantly reduced and fall below our expectations.

In addition, the demand for legacy markets products is volatile.

This volatility may be exacerbated by competing alternative storage technologies, such as flash memory, which meet customers’ cost and capacity metrics.

Unpredictable fluctuations in demand for our products or rapid shifts in demand from our products to alternative storage technologies could materially adversely impact our future results of operations.

- uncertainty in global economic and political conditions which may pose a risk to the overall economy or specific geographies or industries and adversely affect our customers’ purchasing behavior;

- disruptions in our supply chain;

- shifting trends in customer demand which, when combined with overproduction of particular products, particularly when the industry is served by multiple suppliers, results in unfavorable supply and demand imbalances;

- announcements of new products, services or technological innovations by us or our competitors;

In the desktop and notebook, consumer and gaming storage legacy markets applications of our data storage business, this seasonality is partially attributable to the historical trend of our customers’ increased sales of desktop computers, notebook computers and consumer electronics during the back-to-school and winter holiday season.

In the desktop and notebook, consumer and gaming storage legacy markets, our sales are seasonal because of the purchasing cycles of our end users.

Product qualification programs in this distribution channel are limited, which increases the number of competing products that are available to satisfy demand, particularly in times of lengthening product cycles.

As a result, purchasing decisions in this channel are based largely on price, terms and product availability.

Our ability to reach such consumers depends on us maintaining effective working relationships with major retailers and distributors.

We have manufacturing facilities in China, Malaysia, Northern Ireland, Singapore, Thailand, and the United States.

Additionally, the manufacturing of some of our products is concentrated in certain geographical locations.

The production of certain drive subassemblies are limited to Thailand and the production of media is limited to Singapore.

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

Our worldwide operations are subject to economic, regulatory and other risks inherent in doing business internationally, including the following:

- *Potential Adverse Tax Consequences.* We are incorporated in Ireland and have offices, operations, and subsidiaries in many countries around the world.

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 have in the past assessed and may in the future 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 results of operations 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 or regulatory 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.

*The following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal years ended July [added: 2, 2021, July] 3, [removed: 2020, June 28, 2019] [added: 2020] and June [removed: 29, 2018.*][added: 28, 2019.*]

*You should read this discussion in conjunction with “Item [removed: 6.][added: 8.]

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

[removed: Fiscal] [added: Accordingly, fiscal] year [removed: 2018] [added: 2021] comprised 52 weeks and ended on [removed: June 29, 2018.][added: July 2, 2021.]

*•Fiscal Year [removed: 2020] [added: 2021] Summary.* Overview of financial and other highlights affecting us in fiscal year [removed: 2020.][added: 2021.]

- *Results of Operations.* Analysis of our financial results comparing fiscal years [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] to the prior-year periods.

- *Contractual Obligations and Off-Balance Sheet Arrangements.* Overview of contractual obligations and contingent liabilities and commitments outstanding as of July [removed: 3, 2020] [added: 2, 2021] and an explanation of off-balance sheet arrangements.

Fiscal Year [removed: 2020] [added: 2021] Summary

During fiscal year [removed: 2020,] [added: 2021,] we shipped [removed: 442] [added: 535] exabytes of HDD storage capacity.

We generated revenue of [removed: $10.5 billion and] [added: $10.7 billion,] gross margins of [removed: 27%] [added: 27%, net income of $1.3 billion] and [added: diluted EPS of $5.36 and] our operating cash flow was [removed: $1.7] [added: $1.6] billion.

We repurchased approximately [removed: 17] [added: 33] million of our ordinary shares for [removed: $850 million] [added: $2.0 billion] and paid [removed: $673] [added: $649] million in dividends.

We [removed: incurred] [added: continued to incur] certain supply chain and demand disruptions during the fiscal year [removed: 2020,] [added: 2021,] as well as [removed: factory under-utilization and] higher logistics and operational costs and softer [added: or higher] demand across [removed: our] [added: certain] markets due to the COVID-19 pandemic, which we expect to continue into our fiscal year [removed: 2021.][added: 2022.]

Our customers also [removed: experienced] [added: continued to experience] certain supply chain and demand disruptions in [removed: our fourth] fiscal [removed: quarter 2020,] [added: year 2021,] which we anticipate will continue into fiscal year [removed: 2021.][added: 2022.]

| | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| (Dollars in millions) | | | | | | July [removed: 3, 2020] [added: 2, 2021] | | | | | | [removed: June 28, 2019] [added: July 3, 2020] | | | | | | June [removed: 29, 2018 | | | | | | | | | | | |] [added: 28, 2019] | | |

| Revenue | | | | | | $ | [removed: 10,509] [added: 10,681] | | | | | $ | [removed: 10,390] [added: 10,509] | | | | | $ | [removed: 11,184 | | | | | | | | | | | |] [added: 10,390] | |

| Cost of revenue | | | | | | [removed: 7,667 | | | | | | 7,458 | | | | | | 7,820] [added: 7,764] | | | | | | [added: 7,667] | | | | | | [added: 7,458] | | |

| Gross profit | | | | | | 2,842 | | | | | | 2,932 | | | | | | [removed: 3,364 | | | | | |] [added: (90)] | | | | | | [added: (3)] | | [added: %] |

| Product development | | | | | | [added: $ |] 973 | | | | | [added: $] | 991 | | | | | [removed: | 1,026 | | | | | |] [added: $] | [added: (18)] | | | | | [added: (2)] | | [added: %] |

| Marketing and administrative | | | | | | 473 | | | | | | 453 | | | | | | [removed: 562 | | | | | |] [added: 20] | | | | | | [added: 4] | | [added: %] |

| Amortization of intangibles | | | | | | [removed: 14 | | | | | | 23 | | | | | | 53] [added: 12] | | | | | | [added: 14] | | | | | | [added: 23] | | |

| Restructuring and other, net | | | | | | [removed: 82 | | | | | | (22) | | | | | | 89] [added: 8] | | | | | | [added: 82] | | | | | | [added: (22)] | | |

| Income from operations | | | | | | [removed: 1,300 | | | | | | 1,487 | | | | | | 1,634] [added: 1,492] | | | | | | [added: 1,300] | | | | | | [added: 1,487] | | |

| Other expense, net | | | | | | [removed: (268) | | | | | | (115) | | | | | | (216)] [added: (144)] | | | | | | [added: (268)] | | | | | | [added: (115)] | | |

| Income before income taxes | | | | | | [removed: 1,032 | | | | | | 1,372 | | | | | | 1,418] [added: 1,348] | | | | | | [added: 1,032] | | | | | | [added: 1,372] | | |

| Provision (Benefit) for income taxes | | | | | | [removed: 28 | | | | | | (640) | | | | | | 236] [added: 34] | | | | | | [added: 28] | | | | | | [added: (640)] | | |

| Net income | | | | | | $ | [removed: 1,004] [added: 1,314] | | | | | $ | [removed: 2,012] [added: 1,004] | | | | | $ | [removed: 1,182 | | | | | | | | | | | |] [added: 2,012] | |

| | | | | | | July [removed: 3, 2020] [added: 2, 2021] | | | | | | [removed: June 28, 2019] [added: July 3, 2020] | | | | | | June [removed: 29, 2018 | | | | | | | | | | | |] [added: 28, 2019] | | |

| Revenue | | | | | | 100 | | % | | | | 100 | | % | | | | 100 | | % | [removed: | | | | | | | | | | | |]

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

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

| Product development | | | | | | [removed: 9 | | | | | | 10] [added: 8] | | | | | | 9 | | | | | | [removed: | | | | | |] [added: 10] | | |

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

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

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

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

| Income before income taxes | | | | | | [removed: 10] [added: 12] | | | | | | [removed: 13] [added: 10] | | | | | | 13 | | | [removed: | | | | | | | | | | | |]

| [added: Provision] (Benefit) [removed: provision] for income taxes | | | | | | — | | | | | | [removed: (6) | | | | | | 2 | | | | | |] [added: —] | | | | | | [added: (6)] | | |

| Net income | | | | | | [removed: 10] [added: 12] | | % | | | | [removed: 19] [added: 10] | | % | | | | [removed: 11] [added: 19] | | % | [removed: | | | | | | | | | | | |]

| Revenues by Channel (%) | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

We increased our unsecured revolving credit facility (“Revolving Credit Facility”) to $1.725 billion and issued $1.0 billion of new senior notes.

*Corporate Reorganization*

On May 18, 2021 we completed a corporate reorganization whereby a new Irish public limited company, Seagate Technology Holdings plc, serves as the publicly traded parent company of Seagate.

The reorganization was carried out pursuant to a scheme of arrangement (the “Scheme”) under Irish law, which resulted in the exchange of ordinary shares of Seagate Technology plc for ordinary shares of Seagate Technology Holdings plc on a one-for-one basis.

The purpose of the reorganization and the related transactions, which were completed on July 16, 2021, was to allow us to maintain our ability to make future distributions to our shareholders, including making dividend payments and effecting share redemptions and repurchases.

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

| Operating margin | | | | | | 14 | | | | | | 12 | | | | | | 14 | | |

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

| | | | | | | July 2, 2021 | | | | | | July 3, 2020 | | | | | | June 28, 2019 | | |

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

| (Dollars in millions) | | | | | | July 2, 2021 | | | | | | July 3, 2020 | | | | | | Change | | | | | | % Change | | |

| Revenue | | | | | | $ | 10,681 | | | | | $ | 10,509 | | | | | $ | 172 | | | | | 2 | | % |

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

| (Dollars in millions) | | | | | | July 2, 2021 | | | | | | July 3, 2020 | | | | | | Change | | | | | | % Change | | |

| Cost of revenue | | | | | | $ | 7,764 | | | | | $ | 7,667 | | | | | $ | 97 | | | | | 1 | | % |

| Gross profit | | | | | | 2,917 | | | | | | 2,842 | | | | | | 75 | | | | | | 3 | | % |

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

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

| (Dollars in millions) | | | | | | July 2, 2021 | | | | | | July 3, 2020 | | | | | | Change | | | | | | % Change | | |

| Product development | | | | | | $ | 903 | | | | | $ | 973 | | | | | $ | (70) | | | | | (7) | | % |

| Marketing and administrative | | | | | | 502 | | | | | | 473 | | | | | | 29 | | | | | | 6 | | % |

| Operating expenses | | | | | | $ | 1,425 | | | | | $ | 1,542 | | | | | $ | (117) | | | | | | | |

*Product Development Expense.* Product development expenses for fiscal year 2021 decreased by $70 million from fiscal year 2020 primarily due to a $42 million decrease in compensation and other employee benefits from the reduction in headcount as a result of our June 2020 restructuring plan and the additional fourteenth week in the quarter ended October 4, 2019, a $19 million decrease in information technology and software costs, a $9 million decrease in travel and entertainment expenses mainly as a result of the disruptions related to COVID-19, a $9 million decrease in materials expense and a $6 million decrease in outside services, partially offset by a $23 million increase in variable compensation expense.

*Marketing and Administrative Expense.* Marketing and administrative expenses for fiscal year 2021 increased by $29 million from fiscal year 2020 primarily due to a $46 million increase in information technology and software costs and a $14 million increase in variable compensation expense, partially offset by a $12 million decrease in depreciation expense, an $11 million decrease in travel and entertainment expenses mainly as a result of disruptions related to COVID-19, an $8 million decrease in equipment expense and a $7 million decrease in rent expense.

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

| (Dollars in millions) | | | | | | July 2, 2021 | | | | | | July 3, 2020 | | | | | | Change | | | | | | % Change | | |

| Other expense, net | | | | | | $ | (144) | | | | | $ | (268) | | | | | $ | 124 | | | | | (46) | | % |

Other expense, net for fiscal year 2021 decreased by $124 million compared to fiscal year 2020 primarily due to $62 million non-recurring losses in fiscal year 2020 from the repurchase and exchange of certain long-term debt, $51 million of strategic investment gains resulting from sales and upward adjustments in fiscal year 2021, a $49 million increase in equity method investment gains, a $15 million increase in gains on de-designated cash flow hedges and a $6 million decrease in strategic investment impairment charges.

These changes were partially offset by a $20 million increase in foreign exchange remeasurement expense, a $19 million increase in interest expense due to the net increase in debt and a $17 million decrease in interest income primarily due to a decline in interest rates.

Selected Financial Data” and “Item 8.

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.

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

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| Income from operations | | | | | | 12 | | | | | | 14 | | | | | | 15 | | | | | | | | | | | | | | |

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law in the U.S. We have concluded the tax provisions of the CARES Act did not have a material impact to our consolidated financial statements for fiscal year 2020.

During the fiscal year ended July 3, 2020, tax legislation was enacted, which becomes effective in our fiscal years 2020 and 2021.

We have concluded these tax legislation changes have no material impact to our consolidated financial statements for fiscal year 2020.

| Revenue | | | | | | $ | 10,390 | | | | | $ | 11,184 | | | | | $ | (794) | | | | | (7) | | % | | | | | | |

| Cost of revenue | | | | | | $ | 7,458 | | | | | $ | 7,820 | | | | | $ | (362) | | | | | (5) | | % | | | | | | |

| Gross profit | | | | | | 2,932 | | | | | | 3,364 | | | | | | (432) | | | | | | (13) | | % | | | | | | |

| Product development | | | | | | $ | 991 | | | | | $ | 1,026 | | | | | $ | (35) | | | | | (3) | | % | | | | | | |

| Marketing and administrative | | | | | | 453 | | | | | | 562 | | | | | | (109) | | | | | | (19) | | % | | | | | | |

| Operating expenses | | | | | | $ | 1,445 | | | | | $ | 1,730 | | | | | $ | (285) | | | | | | | | | | | | | |

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

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

Restructuring and other, net also included a gain of $25 million from the sale of certain properties during fiscal year 2018.

| Other expense, net | | | | | | $ | (115) | | | | | $ | (216) | | | | | $ | 101 | | | | | (47) | | % | | | | | | |

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

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 Cuts and Jobs Act of 2017 on December 22, 2017, offset by the reversal of previously recorded unrecognized tax benefits of $7 million, and certain non-recurring items.

During fiscal year 2020, we reduced and restructured our long-term debt portfolio through a combination of new issuances, repurchases and exchanges to lower annual repayment levels by extending the maturity dates of certain notes and lowering the average interest rates.

| | | | | | | As of | | | | | | | | | | | | | | | | | | | | |

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

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

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

- $214 million of repurchases of long-term debt; offset by

| | | | | | | $ | 4,249 | | | | | $ | 4,291 | | | | | $ | (42) | | | | | | | |

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

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

| Long-term debt | | | | | | $ | 4,249 | | | | | $ | 19 | | | | | $ | 825 | | | | | $ | 1,029 | | | | | $ | 2,376 | | | | | | | | | | | | | | | | | | | |

| Interest payments on debt | | | | | | 1,352 | | | | | | 183 | | | | | | 360 | | | | | | 283 | | | | | | 526 | | | | | | | | | | | | | | | | | | | | |

| Purchase obligations (1) | | | | | | 1,251 | | | | | | 1,088 | | | | | | 68 | | | | | | 95 | | | | | | — | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | | | | | 326 | | | | | | 274 | | | | | | 51 | | | | | | 1 | | | | | | — | | | | | | | | | | | | | | | | | | | | |

| Subtotal | | | | | | 7,326 | | | | | | 1,579 | | | | | | 1,329 | | | | | | 1,416 | | | | | | 3,002 | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | $ | 7,430 | | | | | $ | 1,673 | | | | | $ | 1,330 | | | | | $ | 1,416 | | | | | $ | 3,011 | | | | | | | | | | | | | | | | | | | |

*Assessing Goodwill and Other Long-lived Assets for Impairment.* We perform a qualitative assessment in the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Based on the qualitative assessment, if it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company is not required to perform the quantitative goodwill impairment test.

As of July [removed: 3, 2020,] [added: 2, 2021,] 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 July [removed: 3, 2020.][added: 2, 2021.]

Our Term Loan bears interest at a variable rate equal to London Interbank Offered Rate (“LIBOR”) plus a variable margin set on June [removed: 19, 2020.][added: 17, 2021.]

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 July [removed: 3, 2020.][added: 2, 2021.]

| (Dollars in millions, except percentages) | | | | | | [removed: 2021] [added: Fiscal Years Ended] | | | | | | [removed: 2022] | | | | | | [removed: 2023] | | | | | | [removed: 2024] | | | | | | [removed: 2025] | | | | | | [removed: Thereafter] | | | | | | [removed: Total] | | | | | | Fair Value at July [removed: 3, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2, 2021] | | |

| Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Floating rate | | | | | | $ | [removed: 551] [added: 553] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 551] [added: 553] | | | | | $ | [removed: 551 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 553] | |

| Average interest rate | | | | | | [removed: 0.48] [added: 0.03] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.48] [added: 0.03] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Other debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Fixed rate | | | | | | $ | 10 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 8 | | | | | $ | 18 | | | | | $ | 18 | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Fixed interest rate | | | | | | 5.00 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5.00 | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Average interest rate | | | | | | [removed: | | | | | |] 4.25 | | % | | | | 4.75 | | % | | | | 4.88 | | % | | | | 4.75 | | % | | | | [removed: 4.71] | | [removed: %] | | | | [removed: 4.71] [added: 4.22] | | % | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: 4.40] | | [added: %] | | | | | | |

| Variable rate | | | | | | $ | [removed: 19 | | | | | $ |] 25 | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 381 | | | | | $ | [removed: 500] [added: —] | | | | | $ | [removed: 490 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 481] | | | | | [added: $] | [added: 478] | |

| Average interest rate | | | | | | [removed: 3.04] [added: 3.29] | | % | | | | [removed: 3.04] [added: 3.29] | | % | | | | [removed: 3.04] [added: 3.29] | | % | | | | [removed: 3.04] [added: 3.29] | | % | | | | [removed: 3.04] [added: 3.29] | | % | | | | [removed: 3.04] | | [removed: %] | | | | [removed: 3.04] [added: 3.29] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

The table below provides information as of July [removed: 3, 2020] [added: 2, 2021] about our foreign currency forward exchange contracts.

| (Dollars in millions, except average contract rate) | | | | | | Notional Amount | | | | | | Average Contract Rate | | | | | | Estimated Fair [removed: Value(1)] [added: Value(1)] | | |

| Chinese Renminbi | | | | | | [removed: 106] [added: 94] | | | | | | $ | [removed: 7.17] [added: 6.64] | | | | | 1 | | |

| British Pound Sterling | | | | | | [removed: 84] [added: 70] | | | | | | $ | [removed: 0.81] [added: 0.73] | | | | | [removed: —] [added: 1] | | |

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

[added: 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.

The notional amount of the interest rate swap agreements was $481 million as of July 2, 2021.

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| | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | Thereafter | | | | | | Total | | | | | | | | | | | |

| Money market funds, time deposits and certificates of deposit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Fixed rate | | | | | | $ | 220 | | | | | $ | 541 | | | | | $ | 500 | | | | | $ | 479 | | | | | $ | — | | | | | $ | 2,995 | | | | | $ | 4,735 | | | | | $ | 5,009 | |

We recognized a net gain of $14 million and a net loss of $7 million in Cost of revenue and Interest expense related to the loss of hedge designations on discontinued cash flow hedges during fiscal year 2021, respectively.

| Singapore Dollar | | | | | | $ | 215 | | | | | $ | 1.34 | | | | | $ | (1) | |

| Thai Baht | | | | | | 177 | | | | | | $ | 31.01 | | | | | (6) | | |

| Total | | | | | | $ | 556 | | | | | | | | | | | $ | (5) | |

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

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

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

| Cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

At this time, we have not identified any material exposure associated with the United Kingdom’s withdrawal from the European Union.

We did not have any material net gains or losses recognized in Cost of revenue, or Other expense, net for cash flow hedges due to hedge ineffectiveness or discontinued cash flow hedges during fiscal year 2019.

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

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

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

We also manage the notional amount of

In addition to HDDs, we produce a broad range of data storage products including solid state drives (“SSDs”), solid state hybrid drives [removed: (“SSHDs”) and] [added: (“SSHDs”),] storage [removed: subsystems.][added: subsystems, as well as a scalable edge-to-cloud mass data platform that includes data transfer shuttles and a storage-as-a-service cloud.]

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

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

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

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

[removed: These use] [added: Use] cases include [added: connected and] autonomous vehicles, smart manufacturing [removed: systems] and smart cities.

We believe the proliferation and personal creation of media-rich digital content, further enabled by fifth-generation wireless (“5G”), the edge, the Internet of Things [removed: (“IoT”)] [added: (“IoT”), machine learning (“ML”)] and artificial intelligence (“AI”), will continue to create demand for higher capacity storage solutions.

The [removed: new] [added: resulting mass data] ecosystem is expected to require increasing amounts of data storage [removed: both] at the [removed: edge and] [added: edge,] in the [removed: core.][added: core and in between.]

Mass capacity storage supports high capacity, low-cost per terabyte (“TB”) storage applications, including nearline, video and image applications and network-attached storage [removed: (“NAS”).][added: (“NAS”) and edge-to-cloud data storage infrastructures.]

Mass capacity storage markets represent [removed: growing markets] [added: sectors] that have been increasing as a percentage of our total revenue and in total exabytes shipped in fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] with this trend expected to continue in fiscal year [removed: 2021.][added: 2022.]

Nearline applications require mass capacity devices, HDDs [removed: as well as] [added: and] mass capacity [removed: EDS] subsystems that provide end-to-end solutions to businesses for the purpose of modular and scalable storage.

We expect [removed: this] [added: the nearline] market, which includes storage for cloud computing, content [removed: delivery and] [added: delivery, archival,] backup [removed: services,] [added: services and newer use cases] to continue to grow and drive increasing exabyte demand.

Video [removed: and image] [added: imaging] and [added: analytics as well as] NAS.

Video and image applications and NAS drives are specifically designed to ensure the appropriate performance and reliability of the system for [removed: surveillance] [added: video analytics and camera enabled] environments (video and image) and network storage environments (NAS).

These markets have been decreasing as a percentage of our total revenue in fiscal years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] and this trend is expected to continue in fiscal year [removed: 2021,] [added: 2022,] and the long term outlook is for a decrease in demand for exabytes in these markets.

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

The International Data Corporation (“IDC”) forecasts in the [removed: 2020] Seagate-sponsored [removed: *Data Age 2025* study] [added: 2021 update of their “Worldwide Global DataSphere Forecast, 2021-2025” show] that the global datasphere should grow from [removed: 59] [added: 64] zettabytes in 2020 to [removed: 175] [added: 180] zettabytes by 2025.

The [removed: *Data Age 2025*] [added: *DataSphere Forecast*] study found that data is shifting to both the core and the edge, and by 2025 nearly [removed: 80%] [added: 60%] of the world’s data will be stored in the core and edge, up from [removed: 35%] [added: 39%] in 2015.

We expect increased data creation will lead to the expansion of the need for storage in the form of HDDs, [removed: EDS] [added: SSDs] and [removed: SSDs.][added: systems.]

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

Disk drives incorporate certain components, including a head disk assembly and a printed circuit board mounted to the head disk assembly, which are sealed inside a rigid base and top cover containing the recording components in a [removed: contamination controlled] [added: contamination-controlled] environment.

These products are designed for mass capacity data storage in the core and at the [removed: edge,] [added: edge as well as] server environments and cloud systems that require high capacity, enterprise reliability, energy efficiency and integrated security.

*Enterprise Nearline Systems.* Our systems portfolio provides modular storage [removed: system components] [added: arrays, application platforms, JBODs and expansion shelves] to expand and upgrade data [removed: centers] [added: center storage infrastructure] and other enterprise applications.

Our capacity-optimized systems feature multiple [added: scalable] configurations and can accommodate up to 106 16TB [removed: drives.][added: drives per chassis.]

*Video and [removed: Image.*] [added: Image Applications.*] Our video and image HDDs are built to support the high-write workload of an always-on, always-recording video [removed: surveillance system.][added: systems.]

These [removed: surveillance] optimized drives are built to support the growing needs of the video imaging market with support for multiple streams and capacities up to [removed: 16TB.][added: 18TB.]

Our NAS HDD solutions are available in capacities up to [removed: 16TB.][added: 18TB.]

We also offer NAS SSDs with capacities up to [removed: 3.8TB.][added: 1.9TB.]

*Consumer Solutions.* Our external storage solutions are shipped under the Seagate [removed: Backup Plus] [added: Ultra Touch, One Touch] and Expansion product lines, as well as under the LaCie and Maxtor brand names.

*Desktop Drives.* Our 3.5-inch [removed: desktop] drives offer up to [removed: 14TB] [added: 18TB] of capacity for HDD and up to 2TB for SSD.

*Notebook Drives.* Our 2.5-inch [removed: notebook] drives offer up to 5TB for HDD and up to 2TB for SSD.

We compete primarily with manufacturers of hard drives used in the mass capacity storage and legacy markets and with other companies in the data storage industry that provide SSDs and [removed: EDS.][added: systems.]

*Principal Competitors.* We compete with manufacturers of storage solutions and the other principal manufacturers in the data storage solution industry [removed: include:][added: including:]

We believe the HDD industry experienced modest price erosion in fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

We are committed to developing new component technologies, [removed: products and] [added: products,] alternative storage [removed: technologies.][added: technologies inclusive of systems, software and other innovative technology solutions to support emerging applications in data use and storage.]

As of July [removed: 3, 2020,] [added: 2, 2021,] we had approximately 5,300 U.S. patents and [removed: 1,200] [added: 1,100] patents issued in various foreign jurisdictions as well as approximately [removed: 700] [added: 600] U.S. and [removed: 400] [added: 200] foreign patent applications pending.

[removed: At] [added: As of] July [removed: 3, 2020,] [added: 2, 2021,] we employed approximately [removed: 42,000] [added: 40,000] employees and temporary employees worldwide, of which approximately [removed: 35,000] [added: 33,000] were located in our Asia operations.

We believe that our [added: employees are crucial to our current success and that our] future success will depend, in part, on our ability to [removed: attract and] [added: attract,] retain [added: and further motivate] qualified employees at all levels.

Seagate Technology [added: Holdings] public limited company is a public limited company organized under the laws of Ireland.

The following sets forth the name, age and position of each of the persons who were serving as executive officers as of August [removed: 7, 2020.][added: 6, 2021.]

Mass capacity storage involves well-established use cases—such as hyperscale data centers and public clouds as well as emerging use cases.

Legacy markets include markets we continue to service but that we do not plan to invest in significantly.

We recently launched our Lyve portfolio, which provides a simple, cost-efficient and secure way to manage massive volumes of data across the distributed enterprise.

The Lyve platform includes a shuttle solution that enables enterprises to transfer massive amounts of data from endpoints to the core cloud, a storage-as-a-service cloud that provides frictionless mass capacity storage at the metro edge, a converged object storage solution enabling efficient capture and consolidation of massive data sets and Cortx, an open-source object storage software optimized for mass capacity and data intensive workloads.

The Seagate systems offer mass capacity storage solutions that provide foundational infrastructure for public and private clouds.

Edge-to-cloud data storage infrastructures, transport, and activation of mass data.

The Seagate Lyve portfolio grew out of our mass capacity storage portfolio.

It provides a simple, cost-efficient and secure way to manage, transport and activate massive volumes of data across the distributed enterprise.

Among other elements, the Lyve portfolio includes a shuttle solution that enables enterprises to transfer vast amounts of data from endpoints to the core cloud and a storage-as-a-service cloud that provides frictionless mass capacity storage at the metro edge.

We offer capacity and performance-optimized systems that include all-flash, all-disk and hybrid arrays for workloads demanding high performance, capacity and efficiency.

Lyve Edge-to-Cloud Mass Capacity Platform

*Lyve.* Lyve is our new platform built with mass data in mind.

These solutions, including modular hardware and software, deliver a portfolio that streamlines data access, transport and management for today’s enterprise.

*Cloud.* Lyve Cloud storage-as-a-service platform is an S3-compatible storage-only cloud designed to allow enterprises to unlock the value of their massive unstructured datasets.

Seagate is collaborating with certain partners to maximize accessibility and provide extensive interconnect opportunities for additional cloud services and geographical expansion.

*Data Services.* Lyve Mobile Data Transfer Services consists of Lyve Mobile modular and scalable hardware, purpose-built for simple and secure mass-capacity edge data storage, lift-and-shift initiatives, and other data movement for the enterprise.

These products are cloud-vendor agnostic and can be integrated seamlessly with public or private cloud data centers and providers.

*Rack.* Lyve Rack is a converged object storage infrastructure solution designed for applications such as AI and big data to enable efficient capture and consolidation of massive data sets.

*Cortx.* Cortx is an intelligent object storage software that is optimized for mass capacity and data-intensive workloads.

This software is open source and has cloud interoperability, including S3-compatibility.

Cyclicality and Seasonality

Social and Employee Matters

*Diversity, Equity & Inclusion.* One of our core values is inclusion.

We rely on our diverse workforce to develop, deliver and sustain our business strategy and achieve our goals.

One way we embrace our diverse employees and promote a culture of inclusion is through the support of employee resource groups (“ERG”).

These voluntary, employee-led communities are built on a shared diversity of identity, experience or thought and provide a number of benefits to employees, including professional and leadership development.

Seagate’s ERG community encompasses a wide array of diversity, such as LGBTQ+, women, people of color and interfaith, and includes over 20 chapters across five countries.

We also support inclusion through active employee communications, unconscious bias education and ongoing efforts to ensure our employees feel safe, respected and welcomed.

During fiscal year 2021, we published our annual Diversity, Equity, and Inclusion (“DEI”) Report, which provides an overview of our DEI efforts and outcomes including demographics on our workforce.

The fiscal year 2020 DEI Report is available on our website.

*Health & Safety.* All our manufacturing sites have health and safety management systems certified to ISO 45001, which was migrated from Occupational Health and Safety Assessment Series 18001 in fiscal year 2021.

We work hard to keep our employees safe and healthy, which is why our global health and safety standards, as well as our accompanying management systems, frequently go beyond country or industry-level guidelines.

We also hosted health and safety regulatory visits that focused on issues such as safety, radiation, fire codes, food and transportation.

Remaining focused on the continuous improvement of employee health and safety, we continued to provide comprehensive health and safety training to our employees in fiscal year 2021.

We emphasize e-learning courses as our main vehicle for delivering such training because employees can learn at their own pace.

In response to the COVID-19 pandemic and to protect the health and well-being of our employees, customers, suppliers and the communities in which we operate we implemented significant safety protocols over the past 15 months, including employees 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, refraining from meeting in person with customers and suppliers, health and temperature screenings, contact tracing and enhanced cleaning procedures.

We will continue to monitor the impact of the COVID-19 pandemic and will adjust these measures over time as appropriate to protect the health and well-being of our employees, customers, suppliers and communities.

*Development, Retention, Compensation, Benefits & Engagement.* Our performance management system is a continuous process that helps team members focus on the right priorities.

Meaningful conversations between managers and employees are the foundation of performance management at Seagate.

We focus on dialogue centered around manager and employee conversations, and ongoing feedback, to align goals.

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

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

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

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

Our performance-optimized systems include an all-flash array for critical workloads demanding the highest performance.

Seasonality

Employees

For the fiscal year ended July [removed: 3, 2020][added: 2, 2021]

SEAGATE TECHNOLOGY [added: HOLDINGS] PUBLIC LIMITED COMPANY

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

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

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

| 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. | | | | | | | | | [removed: | | | | | |] ☐ | | |

| 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. | | | | | | | | | [removed: | | | | | |] ☒ | | |

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of January [removed: 3, 2020,] [added: 1, 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $15.4] [added: $14.8] billion based upon the closing price reported for such date by the NASDAQ.

The number of outstanding ordinary shares of the registrant as of August [removed: 3, 2020] [added: 2, 2021] was [removed: 257,461,532.][added: 227,603,061.]

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: 22, 2020,] [added: 20, 2021,] will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

The definitive proxy statement will be filed with the SEC no later than 120 days after the registrant's fiscal year ended July [removed: 3, 2020.][added: 2, 2021.]

SEAGATE TECHNOLOGY [added: HOLDINGS] PLC

| 1A. | | | [Risk [removed: Factors](#i692c0f76e728414bb138c377255ef02f_22)] [added: Factors](#ib3bd15d92c064c3aa9354888448117e0_22)] | | | [removed: [15](#i692c0f76e728414bb138c377255ef02f_22)] [added: [16](#ib3bd15d92c064c3aa9354888448117e0_22)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i692c0f76e728414bb138c377255ef02f_25)] [added: Comments](#ib3bd15d92c064c3aa9354888448117e0_25)] | | | [removed: [33](#i692c0f76e728414bb138c377255ef02f_25)] [added: [35](#ib3bd15d92c064c3aa9354888448117e0_25)] | | |

| 3 | | | [Legal [removed: Proceedings](#i692c0f76e728414bb138c377255ef02f_31)] [added: Proceedings](#ib3bd15d92c064c3aa9354888448117e0_31)] | | | [removed: [34](#i692c0f76e728414bb138c377255ef02f_31)] [added: [36](#ib3bd15d92c064c3aa9354888448117e0_31)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i692c0f76e728414bb138c377255ef02f_34)] [added: Disclosures](#ib3bd15d92c064c3aa9354888448117e0_34)] | | | [removed: [34](#i692c0f76e728414bb138c377255ef02f_34)] [added: [36](#ib3bd15d92c064c3aa9354888448117e0_34)] | | |

| 5 | | | [Market for [removed: Registrant](#i692c0f76e728414bb138c377255ef02f_40)[’](#i692c0f76e728414bb138c377255ef02f_40)[s] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i692c0f76e728414bb138c377255ef02f_40)] [added: Securities](#ib3bd15d92c064c3aa9354888448117e0_40)] | | | [removed: [34](#i692c0f76e728414bb138c377255ef02f_40)] [added: [37](#ib3bd15d92c064c3aa9354888448117e0_40)] | | |

| 7 | | | [removed: [Management](#i692c0f76e728414bb138c377255ef02f_46)[’](#i692c0f76e728414bb138c377255ef02f_46)[s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i692c0f76e728414bb138c377255ef02f_46)] [added: Operations](#ib3bd15d92c064c3aa9354888448117e0_46)] | | | [removed: [38](#i692c0f76e728414bb138c377255ef02f_46)] [added: [38](#ib3bd15d92c064c3aa9354888448117e0_46)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i692c0f76e728414bb138c377255ef02f_61)] [added: Risk](#ib3bd15d92c064c3aa9354888448117e0_61)] | | | [removed: [49](#i692c0f76e728414bb138c377255ef02f_61)] [added: [49](#ib3bd15d92c064c3aa9354888448117e0_61)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#i692c0f76e728414bb138c377255ef02f_64)] [added: Data](#ib3bd15d92c064c3aa9354888448117e0_64)] | | | [removed: [52](#i692c0f76e728414bb138c377255ef02f_64)] [added: [52](#ib3bd15d92c064c3aa9354888448117e0_64)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i692c0f76e728414bb138c377255ef02f_172)] [added: Disclosure](#ib3bd15d92c064c3aa9354888448117e0_145)] | | | [removed: [97](#i692c0f76e728414bb138c377255ef02f_172)] [added: [96](#ib3bd15d92c064c3aa9354888448117e0_145)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i692c0f76e728414bb138c377255ef02f_175)] [added: Procedures](#ib3bd15d92c064c3aa9354888448117e0_148)] | | | [removed: [97](#i692c0f76e728414bb138c377255ef02f_175)] [added: [96](#ib3bd15d92c064c3aa9354888448117e0_148)] | | |

| 9B. | | | [Other [removed: Information](#i692c0f76e728414bb138c377255ef02f_178)] [added: Information](#ib3bd15d92c064c3aa9354888448117e0_151)] | | | [removed: [97](#i692c0f76e728414bb138c377255ef02f_178)] [added: [96](#ib3bd15d92c064c3aa9354888448117e0_151)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i692c0f76e728414bb138c377255ef02f_184)] [added: Governance](#ib3bd15d92c064c3aa9354888448117e0_157)] | | | [removed: [98](#i692c0f76e728414bb138c377255ef02f_184)] [added: [97](#ib3bd15d92c064c3aa9354888448117e0_157)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i692c0f76e728414bb138c377255ef02f_190)] [added: Matters](#ib3bd15d92c064c3aa9354888448117e0_163)] | | | [removed: [98](#i692c0f76e728414bb138c377255ef02f_190)] [added: [97](#ib3bd15d92c064c3aa9354888448117e0_163)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i692c0f76e728414bb138c377255ef02f_193)] [added: Independence](#ib3bd15d92c064c3aa9354888448117e0_166)] | | | [removed: [98](#i692c0f76e728414bb138c377255ef02f_193)] [added: [97](#ib3bd15d92c064c3aa9354888448117e0_166)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i692c0f76e728414bb138c377255ef02f_196)] [added: Services](#ib3bd15d92c064c3aa9354888448117e0_169)] | | | [removed: [98](#i692c0f76e728414bb138c377255ef02f_196)] [added: [97](#ib3bd15d92c064c3aa9354888448117e0_169)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i692c0f76e728414bb138c377255ef02f_202)] [added: Schedules](#ib3bd15d92c064c3aa9354888448117e0_175)] | | | [removed: [99](#i692c0f76e728414bb138c377255ef02f_202)] [added: [98](#ib3bd15d92c064c3aa9354888448117e0_175)] | | |

In this Annual Report on Form 10-K (the “Form 10-K”), unless the context indicates otherwise, as used herein, the terms “we,” “us,” “Seagate,” the “Company” and “our” refer to Seagate Technology [added: Holdings] public limited company (“plc”), an Irish public limited company, and its subsidiaries.

Seagate, Seagate Technology, LaCie, [removed: Maxtor] [added: Maxtor, Lyve, Cortx] and the Spiral Logo, are trademarks or registered trademarks of Seagate Technology LLC or one of its affiliated companies in the United States [added: (“U.S.”)] and/or other countries.

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 [removed: months;] [added: months and] our expectations regarding capital [removed: expenditures; and projected cost savings for the fiscal year ending July 2, 2021.][added: expenditures.]

These forward-looking statements are conditioned upon and [removed: also] involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements.

- the uncertainty in global economic and political [removed: conditions;][added: conditions, or adverse changes in the level of economic activity in the major regions in which we do business;]

- the impact of trade barriers, such as import/export duties and restrictions, tariffs and quotas, imposed by the U.S. or other countries in which the Company conducts business; [added: the evolving legal and regulatory, economic, environmental and administrative climate in the international markets where the Company operates; and]

| Ireland | | | 98-1597419 | | |

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

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

| | | | [PART I](#ib3bd15d92c064c3aa9354888448117e0_16) | | | | | |

| 1 | | | [Business](#ib3bd15d92c064c3aa9354888448117e0_19) | | | [4](#ib3bd15d92c064c3aa9354888448117e0_19) | | |

| 2 | | | [Properties](#ib3bd15d92c064c3aa9354888448117e0_28) | | | [35](#ib3bd15d92c064c3aa9354888448117e0_28) | | |

| | | | [PART II](#ib3bd15d92c064c3aa9354888448117e0_37) | | | | | |

| 6 | | | [\[Reserved\]](#ib3bd15d92c064c3aa9354888448117e0_43) | | | [38](#ib3bd15d92c064c3aa9354888448117e0_43) | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ib3bd15d92c064c3aa9354888448117e0_1531) | | | [96](#ib3bd15d92c064c3aa9354888448117e0_1531) | | |

| | | | [PART III](#ib3bd15d92c064c3aa9354888448117e0_154) | | | | | |

| 11 | | | [Executive Compensation](#ib3bd15d92c064c3aa9354888448117e0_160) | | | [97](#ib3bd15d92c064c3aa9354888448117e0_160) | | |

| | | | [PART IV](#ib3bd15d92c064c3aa9354888448117e0_172) | | | | | |

| | | | [EXHIBIT INDEX](#ib3bd15d92c064c3aa9354888448117e0_178) | | | [99](#ib3bd15d92c064c3aa9354888448117e0_178) | | |

| | | | [SIGNATURES](#ib3bd15d92c064c3aa9354888448117e0_181) | | | [107](#ib3bd15d92c064c3aa9354888448117e0_181) | | |

| Ireland | | | 98-0648577 | | |

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

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

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

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

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

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

| 6 | | | [Selected Financial Data](#i692c0f76e728414bb138c377255ef02f_43) | | | [36](#i692c0f76e728414bb138c377255ef02f_43) | | |

| | | | [PART III](#i692c0f76e728414bb138c377255ef02f_181) | | | | | |

| 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)

- the evolving legal and regulatory, economic, environmental and administrative climate in the international markets where the Company operates; and

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

Our leased facilities are occupied under leases that expire on various dates through [removed: 2082.][added: 2067.]

Our main material manufacturing, product development and marketing and administrative facilities at July [removed: 3, 2020] [added: 2, 2021] are as follows:

| Colorado | | | | | | Owned | | | | | | 528,000 | | | | | | Product [removed: development] [added: development, administrative and operational offices] | | |

| Minnesota | | | | | | Owned/Leased | | | | | | [removed: 1,096,000] [added: 1,098,000] | | | | | | Manufacture of recording heads and product development | | |

| Wuxi | | | | | | Leased | | | | | | [removed: 738,000] [added: 740,000] | | | | | | Manufacture of drives and drive subassemblies | | |

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

| Shugart | | | | | | Owned (1) | | | | | | 410,000 | | | | | | Product [removed: development] [added: development, administrative and operational offices] | | |

| Korat | | | | | | Owned/Leased | | | | | | [removed: 2,739,000] [added: 2,733,000] | | | | | | Manufacture of drives and drive subassemblies | | |

| Teparuk | | | | | | Owned/Leased | | | | | | [removed: 422,000] [added: 453,000] | | | | | | Manufacture of drive subassemblies | | |

(1) Land leases for these facilities expire on various dates through [removed: 2068.][added: 2067.]

As of July [removed: 3, 2020,] [added: 2, 2021,] we owned or leased a total of approximately [removed: 9.8] [added: 9.7] million square feet of space worldwide.

The [removed: 9.8] [added: 9.7] million square feet of owned or leased space includes a total of [removed: 142,000] [added: 68,000] square feet that is currently subleased.

As of August [removed: 3, 2020,] [added: 2, 2021,] there were approximately [removed: 535] [added: 497] holders of record of our ordinary shares.

We did not sell any of our equity securities during fiscal year [removed: 2020] [added: 2021] 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 July [removed: 3, 2015] [added: 1, 2016] to July [removed: 3, 2020.][added: 2, 2021.]

The graph assumes that on July [removed: 3, 2015,] [added: 1, 2016,] $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: 7/3/2015 (1)] [added: 7/1/2016] | | | | | | [removed: 7/1/2016] [added: 6/30/2017] | | | | | | [removed: 6/30/2017] [added: 6/29/2018] | | | | | | [removed: 6/29/2018] [added: 6/28/2019] | | | | | | [removed: 6/28/2019] [added: 7/3/2020] | | | | | | [removed: 7/3/2020] [added: 7/2/2021] | | |

(1) $100 invested on [removed: 7/3/2015] [added: 7/1/2016] in shares and in indices, including reinvestment of dividends.

On October [removed: 29, 2018,] [added: 21, 2020 and February 22, 2021,] our Board of Directors authorized the repurchase of an additional [removed: $2.3] [added: $3.0] billion [added: and $2.0 billion] of our outstanding ordinary [removed: shares] [added: shares, respectively,] and as a result, we had an aggregate authority to repurchase approximately [removed: $3.0] [added: $8.0] billion of our ordinary shares.

As of July [removed: 3, 2020, $1.3] [added: 2, 2021, $4.2] billion remained available for repurchase of ordinary shares under the existing repurchase authorization limits.

The following table sets forth information with respect to all repurchases of our shares made during the fiscal year ended July [removed: 3, 2020,] [added: 2, 2021,] including shares withheld for statutory tax withholdings related to vesting of employee equity awards:

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

| 1st Quarter through 3rd Quarter of Fiscal Year [removed: 2020] [added: 2021] | | | | | | [removed: 18] [added: 31] | | | | | | $ | [removed: 50.61] [added: 58.51] | | | | | [removed: 18] [added: 31] | | | | | | | | | | | | $ | [removed: 1,341] [added: 4,441] | |

| Through 4th Quarter of Fiscal Year [removed: 2020] [added: 2021] | | | | | | [removed: 18] [added: 34] | | | | | | | | | | | | [removed: 18] [added: 34] | | | | | | | | | | | | $ | [removed: 1,304] [added: 4,223] | |

| Seagate Technology Holdings plc | | | $ | 100.00 | | | | | $ | 171.58 | | | | | $ | 264.31 | | | | | $ | 233.43 | | | | | $ | 246.81 | | | | | $ | 476.38 | |

| S&P 500 | | | 100.00 | | | | | | 117.64 | | | | | | 134.53 | | | | | | 143.17 | | | | | | 155.41 | | | | | | 228.38 | | |

| Dow Jones US Computer Hardware | | | 100.00 | | | | | | 150.92 | | | | | | 193.99 | | | | | | 214.19 | | | | | | 369.24 | | | | | | 593.44 | | |

| April 3, 2021 through April 30, 2021 | | | | | | 1 | | | | | | 83.44 | | | | | | 1 | | | | | | | | | | | | 4,366 | | |

| May 1, 2021 through May 28, 2021 | | | | | | 2 | | | | | | 88.68 | | | | | | 2 | | | | | | | | | | | | 4,224 | | |

| May 29, 2021 through July 2, 2021 | | | | | | — | | | | | | 85.32 | | | | | | — | | | | | | | | | | | | 4,223 | | |

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

| 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 | | |

| 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 | | |

The following selected consolidated financial data set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes thereto included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which are incorporated herein by reference, to fully understand factors that may affect the comparability of the information presented below.

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

The fiscal year ended July 3, 2020 comprised 53 weeks and the fiscal years ended June 28, 2019, June 29, 2018, June 30, 2017, and July 1, 2016 comprised 52 weeks.

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

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

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

| (Dollars in millions, except per share data) | | | | | | July 3, 2020 | | | | | | June 28, 2019 | | | | | | June 29, 2018 | | | | | | June 30, 2017 | | | | | | July 1, 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 10,509 | | | | | $ | 10,390 | | | | | $ | 11,184 | | | | | $ | 10,771 | | | | | $ | 11,160 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | | | | 2,842 | | | | | | 2,932 | | | | | | 3,364 | | | | | | 3,174 | | | | | | 2,615 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income from operations | | | | | | 1,300 | | | | | | 1,487 | | | | | | 1,634 | | | | | | 1,054 | | | | | | 445 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (1) | | | | | | 1,004 | | | | | | 2,012 | | | | | | 1,182 | | | | | | 772 | | | | | | 248 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets (2) | | | | | | 8,930 | | | | | | 8,885 | | | | | | 9,410 | | | | | | 9,268 | | | | | | 8,213 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt (2) | | | | | | 4,175 | | | | | | 4,253 | | | | | | 4,819 | | | | | | 5,021 | | | | | | 4,091 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity | | | | | | $ | 1,787 | | | | | $ | 2,162 | | | | | $ | 1,665 | | | | | $ | 1,364 | | | | | $ | 1,593 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | $ | 3.83 | | | | | $ | 7.13 | | | | | $ | 4.10 | | | | | $ | 2.61 | | | | | $ | 0.83 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted | | | | | | 3.79 | | | | | | 7.06 | | | | | | 4.05 | | | | | | 2.58 | | | | | | 0.82 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Number of shares used in per share calculations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 262 | | | | | | 282 | | | | | | 288 | | | | | | 296 | | | | | | 299 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted | | | | | | 265 | | | | | | 285 | | | | | | 292 | | | | | | 299 | | | | | | 302 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per ordinary share | | | | | | $ | 2.58 | | | | | $ | 2.52 | | | | | $ | 2.52 | | | | | $ | 2.52 | | | | | $ | 2.43 | | | | | | | | | | | | | | | | | | | | | | | | | |

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

_______________________________

(1) The Company recorded an income tax benefit of $640 million for fiscal year 2019.

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

(2) The Company adopted Accounting Standard Update (“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 year ended 2016 by $39 million, within the Consolidated Balance Sheets.

Supplementary Financial Data (Unaudited)

*Quarterly Data*

The Company operated and reported financial results based on a 14-week quarter in its first quarter of fiscal year 2020 ending on the Friday closest to September 30, 2019 and 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.

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

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

| | | | | | | Fiscal Year 2020 Quarters Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (In millions, except per share data) | | | | | | July 3, 2020 | | | | | | April 3, 2020 | | | | | | January 3, 2020 | | | | | | October 4, 2019 | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 2,517 | | | | | $ | 2,718 | | | | | $ | 2,696 | | | | | $ | 2,578 | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | | | | 667 | | | | | | 746 | | | | | | 758 | | | | | | 671 | | | | | | | | | | | | | | | | | | | | |

| Income from operations | | | | | | 267 | | | | | | 376 | | | | | | 384 | | | | | | 273 | | | | | | | | | | | | | | | | | | | | |

| Table of Contents | | | | | | | | | | | | [removed: | | | | | |] Page | | |

| [Consolidated Balance [removed: Sheets](#i692c0f76e728414bb138c377255ef02f_67) | | | | | |] [added: Sheets](#ib3bd15d92c064c3aa9354888448117e0_67)] | | | | | | | | | | | | [removed: [53](#i692c0f76e728414bb138c377255ef02f_67)] [added: [53](#ib3bd15d92c064c3aa9354888448117e0_67)] | | |

| [Consolidated Statements of [removed: Operations](#i692c0f76e728414bb138c377255ef02f_73) | | | | | |] [added: Operations](#ib3bd15d92c064c3aa9354888448117e0_70)] | | | | | | | | | | | | [removed: [54](#i692c0f76e728414bb138c377255ef02f_73)] [added: [54](#ib3bd15d92c064c3aa9354888448117e0_70)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i692c0f76e728414bb138c377255ef02f_76) | | | | | |] [added: Income](#ib3bd15d92c064c3aa9354888448117e0_73)] | | | | | | | | | | | | [removed: [55](#i692c0f76e728414bb138c377255ef02f_76)] [added: [55](#ib3bd15d92c064c3aa9354888448117e0_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i692c0f76e728414bb138c377255ef02f_79) | | | | | |] [added: Flows](#ib3bd15d92c064c3aa9354888448117e0_76)] | | | | | | | | | | | | [removed: [56](#i692c0f76e728414bb138c377255ef02f_79)] [added: [56](#ib3bd15d92c064c3aa9354888448117e0_76)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i692c0f76e728414bb138c377255ef02f_82) | | | | | |] [added: Equity](#ib3bd15d92c064c3aa9354888448117e0_79)] | | | | | | | | | | | | [removed: [57](#i692c0f76e728414bb138c377255ef02f_82)] [added: [57](#ib3bd15d92c064c3aa9354888448117e0_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i692c0f76e728414bb138c377255ef02f_85) | | | | | |] [added: Statements](#ib3bd15d92c064c3aa9354888448117e0_82)] | | | | | | | | | | | | | | |

| | | | [Note [removed: 1.](#i692c0f76e728414bb138c377255ef02f_88)] [added: 1.](#ib3bd15d92c064c3aa9354888448117e0_85)] [Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i692c0f76e728414bb138c377255ef02f_88) | | | | | |] [added: Policies](#ib3bd15d92c064c3aa9354888448117e0_85)] | | | | | | [removed: [58](#i692c0f76e728414bb138c377255ef02f_88)] | | | [added: [58](#ib3bd15d92c064c3aa9354888448117e0_85)] | | |

| | | | [Note [removed: 2.](#i692c0f76e728414bb138c377255ef02f_94)] [added: 2.](#ib3bd15d92c064c3aa9354888448117e0_88)] [Balance Sheet [removed: Information](#i692c0f76e728414bb138c377255ef02f_94) | | | | | |] [added: Information](#ib3bd15d92c064c3aa9354888448117e0_88)] | | | | | | [removed: [63](#i692c0f76e728414bb138c377255ef02f_94)] | | | [added: [63](#ib3bd15d92c064c3aa9354888448117e0_88)] | | |

| | | | [Note [removed: 3.](#i692c0f76e728414bb138c377255ef02f_103)] [added: 3.](#ib3bd15d92c064c3aa9354888448117e0_91)] [Goodwill and Other Intangible [removed: Assets](#i692c0f76e728414bb138c377255ef02f_103) | | | | | |] [added: Assets](#ib3bd15d92c064c3aa9354888448117e0_91)] | | | | | | [removed: [66](#i692c0f76e728414bb138c377255ef02f_103)] | | | [added: [66](#ib3bd15d92c064c3aa9354888448117e0_91)] | | |

| | | | [Note [removed: 4.](#i692c0f76e728414bb138c377255ef02f_109) [Debt](#i692c0f76e728414bb138c377255ef02f_109) | | | | | |] [added: 4.](#ib3bd15d92c064c3aa9354888448117e0_94) [Debt](#ib3bd15d92c064c3aa9354888448117e0_94)] | | | | | | [removed: [67](#i692c0f76e728414bb138c377255ef02f_109)] | | | [added: [67](#ib3bd15d92c064c3aa9354888448117e0_94)] | | |

| | | | [Note [removed: 5.](#i692c0f76e728414bb138c377255ef02f_115)] [added: 5.](#ib3bd15d92c064c3aa9354888448117e0_97)] [Income [removed: Taxes](#i692c0f76e728414bb138c377255ef02f_115) | | | | | |] [added: Taxes](#ib3bd15d92c064c3aa9354888448117e0_97)] | | | | | | [removed: [70](#i692c0f76e728414bb138c377255ef02f_115)] | | | [added: [71](#ib3bd15d92c064c3aa9354888448117e0_97)] | | |

| | | | [Note [removed: 7.](#i692c0f76e728414bb138c377255ef02f_106)] [added: 7.](#ib3bd15d92c064c3aa9354888448117e0_106)] [Restructuring and Exit [removed: Costs](#i692c0f76e728414bb138c377255ef02f_106) | | | | | |] [added: Costs](#ib3bd15d92c064c3aa9354888448117e0_106)] | | | | | | [removed: [74](#i692c0f76e728414bb138c377255ef02f_106)] | | | [added: [75](#ib3bd15d92c064c3aa9354888448117e0_106)] | | |

| | | | [Note [removed: 8.](#i692c0f76e728414bb138c377255ef02f_121)] [added: 8.](#ib3bd15d92c064c3aa9354888448117e0_109)] [Derivative Financial [removed: Instruments](#i692c0f76e728414bb138c377255ef02f_121) | | | | | |] [added: Instruments](#ib3bd15d92c064c3aa9354888448117e0_109)] | | | | | | [removed: [75](#i692c0f76e728414bb138c377255ef02f_121)] | | | [added: [75](#ib3bd15d92c064c3aa9354888448117e0_109)] | | |

| | | | [Note [removed: 9.](#i692c0f76e728414bb138c377255ef02f_127)] [added: 9.](#ib3bd15d92c064c3aa9354888448117e0_112)] [Fair [removed: Value](#i692c0f76e728414bb138c377255ef02f_127) | | | | | |] [added: Value](#ib3bd15d92c064c3aa9354888448117e0_112)] | | | | | | [removed: [78](#i692c0f76e728414bb138c377255ef02f_127)] | | | [added: [78](#ib3bd15d92c064c3aa9354888448117e0_112)] | | |

| | | | [Note [removed: 10.](#i692c0f76e728414bb138c377255ef02f_133)] [added: 10.](#ib3bd15d92c064c3aa9354888448117e0_115)] [Shareholders’ [removed: Equity](#i692c0f76e728414bb138c377255ef02f_133) | | | | | |] [added: Equity](#ib3bd15d92c064c3aa9354888448117e0_115)] | | | | | | [removed: [82](#i692c0f76e728414bb138c377255ef02f_133)] | | | [added: [82](#ib3bd15d92c064c3aa9354888448117e0_115)] | | |

| | | | [Note [removed: 11.](#i692c0f76e728414bb138c377255ef02f_139)] [added: 11.](#ib3bd15d92c064c3aa9354888448117e0_118)] [Share-Based [removed: Compensation](#i692c0f76e728414bb138c377255ef02f_139) | | | | | |] [added: Compensation](#ib3bd15d92c064c3aa9354888448117e0_118)] | | | | | | [removed: [82](#i692c0f76e728414bb138c377255ef02f_139)] | | | [added: [83](#ib3bd15d92c064c3aa9354888448117e0_118)] | | |

| | | | [Note [removed: 12.](#i692c0f76e728414bb138c377255ef02f_163) [Guarantees](#i692c0f76e728414bb138c377255ef02f_163) | | | | | |] [added: 12.](#ib3bd15d92c064c3aa9354888448117e0_121) [Guarantees](#ib3bd15d92c064c3aa9354888448117e0_121)] | | | | | | [removed: [88](#i692c0f76e728414bb138c377255ef02f_163)] | | | [added: [88](#ib3bd15d92c064c3aa9354888448117e0_121)] | | |

| | | | [Note [removed: 13.](#i692c0f76e728414bb138c377255ef02f_145)] [added: 13.](#ib3bd15d92c064c3aa9354888448117e0_124)] [Earnings Per [removed: Share](#i692c0f76e728414bb138c377255ef02f_145) | | | | | |] [added: Share](#ib3bd15d92c064c3aa9354888448117e0_124)] | | | | | | [removed: [89](#i692c0f76e728414bb138c377255ef02f_145)] | | | [added: [89](#ib3bd15d92c064c3aa9354888448117e0_124)] | | |

| | | | [Note [removed: 14.](#i692c0f76e728414bb138c377255ef02f_154)] [added: 14.](#ib3bd15d92c064c3aa9354888448117e0_127)] [Legal, Environmental and Other [removed: Contingencies](#i692c0f76e728414bb138c377255ef02f_154) | | | | | |] [added: Contingencies](#ib3bd15d92c064c3aa9354888448117e0_127)] | | | | | | [removed: [89](#i692c0f76e728414bb138c377255ef02f_154)] | | | [added: [89](#ib3bd15d92c064c3aa9354888448117e0_127)] | | |

| | | | [Note [removed: 15.](#i692c0f76e728414bb138c377255ef02f_157) [Commitments](#i692c0f76e728414bb138c377255ef02f_157) | | | | | |] [added: 15.](#ib3bd15d92c064c3aa9354888448117e0_130) [Commitments](#ib3bd15d92c064c3aa9354888448117e0_130)] | | | | | | [removed: [91](#i692c0f76e728414bb138c377255ef02f_157)] | | | [added: [91](#ib3bd15d92c064c3aa9354888448117e0_130)] | | |

| | | | [Note [removed: 16.](#i692c0f76e728414bb138c377255ef02f_148)] [added: 16.](#ib3bd15d92c064c3aa9354888448117e0_133)] [Business Segment and Geographic [removed: Information](#i692c0f76e728414bb138c377255ef02f_148) | | | | | |] [added: Information](#ib3bd15d92c064c3aa9354888448117e0_133)] | | | | | | [removed: [91](#i692c0f76e728414bb138c377255ef02f_148)] | | | [added: [91](#ib3bd15d92c064c3aa9354888448117e0_133)] | | |

| | | | [Note [removed: 17.](#i692c0f76e728414bb138c377255ef02f_100) [Revenue](#i692c0f76e728414bb138c377255ef02f_100) | | | | | |] [added: 17.](#ib3bd15d92c064c3aa9354888448117e0_136) [Revenue](#ib3bd15d92c064c3aa9354888448117e0_136)] | | | | | | [removed: [92](#i692c0f76e728414bb138c377255ef02f_100)] | | | [added: [92](#ib3bd15d92c064c3aa9354888448117e0_136)] | | |

| | | | [Note [removed: 18.](#i692c0f76e728414bb138c377255ef02f_166)] [added: 18.](#ib3bd15d92c064c3aa9354888448117e0_139)] [Subsequent [removed: Events](#i692c0f76e728414bb138c377255ef02f_166) | | | | | |] [added: Events](#ib3bd15d92c064c3aa9354888448117e0_139)] | | | | | | [removed: [92](#i692c0f76e728414bb138c377255ef02f_166)] | | | [added: [92](#ib3bd15d92c064c3aa9354888448117e0_139)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i692c0f76e728414bb138c377255ef02f_169) | | | | | |] [added: Firm](#ib3bd15d92c064c3aa9354888448117e0_142)] | | | | | | | | | | | | [removed: [93](#i692c0f76e728414bb138c377255ef02f_169)] [added: [93](#ib3bd15d92c064c3aa9354888448117e0_142)] | | |

SEAGATE TECHNOLOGY [added: HOLDINGS] PLC

| | | | Fiscal Years Ended | | | | | | | | | [removed: | | | | | | | | |]

| | | | July [removed: 3, 2020 | | |] [added: 2, 2021] | | | [removed: June 28, 2019] | | | [added: July 3, 2020] | | | | | | [added: June 28, 2019] | | |

| ASSETS | | | | | | | | | | | | [removed: | | | | | | | | |]

| Current assets: | | | | | | | | | | | | [removed: | | | | | | | | |]

| Cash and cash equivalents | | | [added: | | |] $ | [removed: 1,722] [added: 1,209] | | | | | $ | [removed: 2,220] [added: 1,722] | | | | | [added: $] | [added: 2,220] | | | | | [added: $ | 1,853 | |]

| Accounts receivable, net | | | [removed: 1,115 | | | | | | 989 | | |] [added: 1,158] | | | | | | [added: 1,115] | | |

| Inventories | | | [removed: 1,142 | | | | | | 970 | | |] [added: 1,204] | | | | | | [added: 1,142] | | |

| Other current assets | | | [removed: 135 | | | | | | 184 | | |] [added: 208] | | | | | | [added: 135] | | |

| Total current assets | | | [removed: 4,114 | | | | | | 4,363 | | |] [added: 3,779] | | | | | | [added: 4,114] | | |

| Property, equipment and leasehold improvements, net | | | [removed: 2,129 | | | | | | 1,869 | | |] [added: 2,181] | | | | | | [added: 2,129] | | |

| Goodwill | | | 1,237 | | | | | | 1,237 | | | [removed: | | | | | | | | |]

| Other intangible assets, net | | | [removed: 58 | | | | | | 111 | | |] [added: 29] | | | | | | [added: 58] | | |

| Deferred income taxes | | | [removed: 1,120 | | | | | | 1,114 | | |] [added: 1,117] | | | | | | [added: 1,120] | | |

| Other assets, net | | | [removed: 272 | | | | | | 191 | | |] [added: 332] | | | | | | [added: 272] | | |

| | | | [Note 6.](#ib3bd15d92c064c3aa9354888448117e0_100) [Leases](#ib3bd15d92c064c3aa9354888448117e0_100) | | | | | | | | | [74](#ib3bd15d92c064c3aa9354888448117e0_100) | | |

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SEAGATE TECHNOLOGY HOLDINGS PLC

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SEAGATE TECHNOLOGY HOLDINGS PLC

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SEAGATE TECHNOLOGY HOLDINGS PLC

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| | | | [Note 6.](#i692c0f76e728414bb138c377255ef02f_1785) [Leases](#i692c0f76e728414bb138c377255ef02f_1785) | | | | | | | | | | | | [73](#i692c0f76e728414bb138c377255ef02f_1785) | | | | | |

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

| Long-term accrued income taxes | | | 2 | | | | | | 4 | | | | | | | | | | | |

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| Cash dividends declared per ordinary share | | | $ | 2.58 | | | | | $ | 2.52 | | | | | $ | 2.52 | | | | | | | | | | | | | |

| Purchase of debt security | | | — | | | | | | — | | | | | | (1,279) | | | | | | | | | | | | | | |

| Other financing activities, net | | | (2) | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

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| Balance at, June 30, 2017 | | | | | | 292 | | | | | | $ | — | | | | | $ | 6,152 | | | | | $ | (17) | | | | | $ | (4,771) | | | | | $ | 1,364 | | | | | | | |

| Dividends to shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (723) | | | | | | (723) | | | | | | | | |

*Revenue Recognition and Sales Incentive Programs.* Effective June 30, 2018, the Company adopted a new revenue recognition policy in accordance with ASC 606, Revenue from Contracts with Customers, using the modified retrospective transition approach.

Prior to fiscal year 2019, the revenue recognition policy was in accordance with ASC 605, Revenue Recognition.

*Financial Instruments Remeasurement.* The Company’s equity investments in privately-held companies without readily determinable fair values are measured using the measurement alternative method as cost, less impairments, and adjusted up or down based on observable price changes in orderly transactions for identical or similar investments of the same issuer.

Any adjustments resulting from impairments and/or observable price changes are recorded as Other, net in the Company's Consolidated Statements of Operations.

Arrow Electronics Inc. and Dell Inc. each accounted for more than 10% of the Company’s accounts receivable as of July 3, 2020 and Dell Inc. accounted for more than 10% of the Company’s accounts receivable as of June 28, 2019.

The Company is required to adopt this guidance in the first quarter of fiscal year 2021.

Early adoption is permitted.

In February 2016, the FASB issued ASU 2016-02 (ASC Topic 842), *Leases,* and subsequently issued certain interpretive clarifications on this new guidance which amend a number of aspects of lease accounting, including requiring a lessee to recognize an ROU asset and corresponding lease liability for operating leases and enhanced disclosures.

As of June 29, 2019, adoption of the standard resulted in the recognition of ROU assets and corresponding current and non-current lease liabilities of $115 million, $17 million and $57 million, respectively, on the Company’s Consolidated Balance Sheet, primarily relating to real estate operating leases.

For information regarding the impact of ASC 842 adoption, see *Summary of Significant Accounting Policies—Leases* above and *Note 6.

Leases*.

In February 2018, the FASB issued ASU 2018-02 (ASC Topic 220), *Income Statement—Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income*.

This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act 2017 (“Tax Act”) and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act.

The Company has elected not to reclassify the stranded amounts.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.

| Total | | | | | | $ | 557 | | | | | $ | — | | | | | $ | 557 | |

| Total | | | | | | | | | | | | | | | | | | $ | 557 | |

| Allowances for doubtful accounts | | | | | | (5) | | | | | | (4) | | |

| | | | | | | | | | | | | 10,212 | | | | | | 9,835 | | |

In fiscal year 2020 the Company recognized a charge of $3 million for the accelerated depreciation of certain fixed assets, which was recorded to Cost of revenue in the Consolidated Statement of Operations.

In fiscal year 2019, the Company did not have any material write-offs or accelerated depreciation of fixed assets.

In fiscal year 2018, the Company recognized a charge of $7 million from the write-off and accelerated depreciation of certain fixed assets, of which $1 million, $4 million and $2 million was recorded to Cost of revenue, Product development and Marketing and administrative, respectively, in the Consolidated Statement of Operations.

| Trade name | | | | | | 3 | | | | | | (2) | | | | | | 1 | | | | | | 1.2 years | | |

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| 2021 | | | | | | $ | 28 | |

The Company’s subsidiary, Seagate HDD Cayman, entered into a credit agreement (the “Credit Agreement”) on February 20, 2019, which was most recently amended on September 16, 2019.

For fiscal years 2020 and 2019, the Company recorded a loss of $8 million and a gain of approximately $1 million on the repurchases respectively, which is included in Other, net in the Company’s Consolidated Statements of Operations.

Our chief executive officer and our chief financial officer have concluded, based on the evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) by our management, with the participation of our chief executive officer and our chief financial officer, that our disclosure controls and procedures were effective as of July [removed: 3, 2020.][added: 2, 2021.]

Based on our evaluation under the 2013 framework in *Internal Control—Integrated Framework*, our management has concluded that our internal control over financial reporting was effective as of July [removed: 3, 2020.][added: 2, 2021.]

The effectiveness of our internal control over financial reporting as of July [removed: 3, 2020] [added: 2, 2021] has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, as stated in their report that is included herein.

An evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July [removed: 3, 2020.][added: 2, 2021.]

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

PART III

Not applicable.

PART III

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

The following Consolidated Financial Statements of Seagate Technology [added: Holdings] plc and Report of Independent Registered Public Accounting Firm are included in Item 8:

| [Consolidated Balance [removed: Sheets](#i692c0f76e728414bb138c377255ef02f_67)] [added: Sheets](#ib3bd15d92c064c3aa9354888448117e0_67)] | | | [removed: [53](#i692c0f76e728414bb138c377255ef02f_67)] [added: [53](#ib3bd15d92c064c3aa9354888448117e0_67)] | | |

| [Consolidated Statements of [removed: Operations](#i692c0f76e728414bb138c377255ef02f_73)] [added: Operations](#ib3bd15d92c064c3aa9354888448117e0_70)] | | | [removed: [54](#i692c0f76e728414bb138c377255ef02f_73)] [added: [54](#ib3bd15d92c064c3aa9354888448117e0_70)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i692c0f76e728414bb138c377255ef02f_76)] [added: Income](#ib3bd15d92c064c3aa9354888448117e0_73)] | | | [removed: [55](#i692c0f76e728414bb138c377255ef02f_76)] [added: [55](#ib3bd15d92c064c3aa9354888448117e0_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i692c0f76e728414bb138c377255ef02f_79)] [added: Flows](#ib3bd15d92c064c3aa9354888448117e0_76)] | | | [removed: [56](#i692c0f76e728414bb138c377255ef02f_79)] [added: [56](#ib3bd15d92c064c3aa9354888448117e0_76)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i692c0f76e728414bb138c377255ef02f_82)] [added: Equity](#ib3bd15d92c064c3aa9354888448117e0_79)] | | | [removed: [57](#i692c0f76e728414bb138c377255ef02f_82)] [added: [57](#ib3bd15d92c064c3aa9354888448117e0_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i692c0f76e728414bb138c377255ef02f_85)] [added: Statements](#ib3bd15d92c064c3aa9354888448117e0_82)] | | | [removed: [58](#i692c0f76e728414bb138c377255ef02f_85)] [added: [58](#ib3bd15d92c064c3aa9354888448117e0_82)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i692c0f76e728414bb138c377255ef02f_169)] [added: Firm](#ib3bd15d92c064c3aa9354888448117e0_142)] | | | [removed: [93](#i692c0f76e728414bb138c377255ef02f_169)] [added: [93](#ib3bd15d92c064c3aa9354888448117e0_142)] | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | | [removed: | | | | | | | | | | | | | | | | | |]

| 2.1 | | | | | | [Scheme of Arrangement [removed: among Seagate Technology, Seagate] [added: among](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521066460/d110911ddefm14a.htm#toc110911_99) [Seagate] Technology plc and the Scheme [removed: Shareholders (incorporated by reference to Annex A to Seagate Technology's Definitive Proxy Statement on Schedule 14A filed on March 5, 2010)](https://www.sec.gov/Archives/edgar/data/1137789/000104746910001799/a2196753zdef14a.htm#le78101_annex_a)] [added: Shareholders](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521066460/d110911ddefm14a.htm#toc110911_99)] | | | | | | DEF [removed: 14A] [added: M14A] | | | | | | 001-31560 | | | | | | Annex A | | | | | | [removed: 3/5/2010 | | | | | | | | | | | | | | | | | |] [added: 3/3/2021] | | | | | | | | |

| [removed: 3.1] [added: 3.2] | | | | | | [Constitution of Seagate Technology [removed: Public Limited Company] [added: Holdings public limited company] as [added: of May 18, 2021 (as] amended [removed: and restated] by [removed: Special Resolution] [added: special resolution] dated [removed: October 19, 2016](https://www.sec.gov/Archives/edgar/data/1137789/000110465916151422/a16-20294_1ex3d1.htm)] [added: May 14, 2021)](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex31.htm)] | | | | | | [removed: 8-K] [added: 8-K12B] | | | | | | 001-31560 | | | | | | 3.1 | | | | | | [removed: 10/24/2016 | | | | | | | | | | | | | | | | | |] [added: 5/19/2021] | | | | | | | | |

| [removed: 3.2] [added: 3.1] | | | | | | [Certificate of Incorporation of Seagate Technology [removed: plc](https://www.sec.gov/Archives/edgar/data/1137789/000104746910007649/a2199925zex-3_2.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 3.2] [added: Holdings plc](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex31x20210702.htm)] | | | | | | [removed: 8/20/2010] | | | | | | | | | | | | | | | | | | | | | | | | [added: X] | | |

| 4.1 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1137789/000119312519212028/d733907dex41.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 4.1] [added: Securities](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex41x20210702.htm)] | | | | | | [removed: 8/2/2019] | | | | | | | | | | | | | | | | | | | | | | | | [added: X] | | |

| 4.2 | | | | | | [Specimen Ordinary Share [removed: Certificate](https://www.sec.gov/Archives/edgar/data/1137789/000104746910007649/a2199925zex-4_1.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 4.1] [added: Certificate](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex42x20210702.htm)] | | | | | | [removed: 8/20/2010] | | | | | | | | | | | | | | | | | | | | | | | | [added: X] | | |

| 4.3 | | | | | | [removed: [Indenture](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm) [for] [added: [Indenture for] the 2023 [removed: Notes](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm) [dated] [added: Notes dated] as of May 22, 2013, among Seagate HDD Cayman, as Issuer, Seagate [removed: Technology plc,] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm)[plc,] as Guarantor, and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/22/2013 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.4 | | | | | | [Form of 4.75% Senior Note due 2023](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/22/2013 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.5 | | | | | | [Registration Rights Agreement dated as of May 22, 2013, among Seagate HDD Cayman, Seagate [removed: Technology plc] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d3.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d3.htm)[plc] and Morgan Stanley & Co. LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d3.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/22/2013 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.6 | | | | | | [removed: [Indenture](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm) [for] [added: [Indenture for] the 2025 [removed: Notes](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm) [dated] [added: Notes dated] as of May 28, 2014, among Seagate HDD Cayman, as Issuer, Seagate [removed: Technology plc,] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm) [plc,] as Guarantor and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/28/2014 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.7 | | | | | | [Form of 4.75% Senior Note due 2025](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/28/2014 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.8 | | | | | | [Registration Rights Agreement dated as of May 28, 2014, among Seagate HDD Cayman, Seagate [removed: Technology plc] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d3.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d3.htm)[plc] and Morgan Stanley & Co. LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d3.htm). | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/28/2014 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.9 | | | | | | [removed: [Indenture](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm) [for] [added: [Indenture for] the [removed: 2034](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm) [Notes](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm) [dated] [added: 2034 Notes dated] as of December 2, 2014, among Seagate HDD Cayman, as issuer, Seagate [removed: Technology plc,] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)[plc,] as guarantor and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/2/2014 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.10 | | | | | | [Form of 5.75% Senior Note due 2034](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/2/2014 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.11 | | | | | | [Registration Rights Agreement dated as of December 2, 2014, among Seagate HDD Cayman, Seagate [removed: Technology plc] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d3.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d3.htm)[plc] and Morgan Stanley & Co. LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d3.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 12/2/2014 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.12 | | | | | | [Indenture for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate [removed: Technology plc,] [added: Technolog](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d1.htm)[y](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d1.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d1.htm)[plc,] as Guarantor, and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 2/3/2017 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.13 | | | | | | [Form of 4.250% Senior Note due 2022](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 2/3/2017 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: 4.14] [added: 4.15] | | | | | | [Indenture for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate [removed: Technology plc,] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d3.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d3.htm)[plc,] as Guarantor, and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d3.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 2/3/2017 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: 4.15] [added: 4.16] | | | | | | [Form of 4.875% Senior Note due 2024](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d3.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 2/3/2017 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: 4.16] [added: 4.14] | | | | | | [Registration Rights Agreement for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d5.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.5 | | | | | | 2/3/2017 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.17 | | | | | | [Registration Rights Agreement for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate [removed: Technology plc] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d6.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d6.htm)[plc] and Morgan Stanley & Co. LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d6.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | 2/3/2017 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.18 | | | | | | [removed: [Indenture](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm) [for] [added: [Indenture for] the 2027 [removed: Notes](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm) [dated] [added: Notes dated] as of May 14, 2015, among Seagate HDD Cayman, as Issuer, Seagate [removed: Technology plc,] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm) [plc,] as Guarantor, and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/14/2015 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.19 | | | | | | [Form of 4.875% Senior Note due 2027](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/14/2015 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.20 | | | | | | [Registration Rights Agreement dated as of May 14, 2015 among Seagate HDD Cayman, Seagate [removed: Technology plc] [added: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d3.htm) [](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d3.htm)[plc] and Morgan Stanley & Co. LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d3.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/14/2015 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.21 | | | | | | [removed: [Indenture](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm) [fo](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)[r] [added: [Indenture for] the [added: January] 2031 [removed: Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm) [dated] [added: 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 trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 6/10/2020 | | | | | | | | | | | | | | | | | |] [added: 6/11/2020] | | | | | | | | |

| 4.22 | | | | | | [Form of [removed: 4.125%](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm) [Senior] [added: 4.125% Senior] Note due [removed: 2031](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)[](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] [added: January 2031](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 6/10/2020 | | | | | | | | | | | | | | | | | |] [added: 6/11/2020] | | | | | | | | |

| 4.23 | | | | | | [Registration Rights Agreement [added: for January 2031 Notes] dated as of June 10, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex43.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 6/10/2020 | | | | | | | | | | | | | | | | | |] [added: 6/11/2020] | | | | | | | | |

| 4.24 | | | | | | [removed: [Indenture](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm) [for] [added: [Indenture for] the [added: June] 2029 [removed: Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm) [dated] [added: 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 trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 6/18/2020 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.25 | | | | | | [Form of 4.091% Senior Note due 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 6/18/2020 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| 4.26 | | | | | | [Registration Rights Agreement [added: for June 2029 Notes] dated as of June 18, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex43.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 6/18/2020 | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: 10.1+] [added: 10.6+] | | | | | | [removed: [Amended Seagate] [added: [Seagate] Technology plc [removed: 2001 Share Option Plan](https://www.sec.gov/Archives/edgar/data/1137789/000104746910007649/a2199925zex-10_2.htm)] [added: Amended and Restated Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1137789/000113778917000068/a10172017seagate-filedw8xk.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 001-31560 | | | | | | [removed: 10.2 | | | | | | 8/20/2010 | | | | | | | | | | | |] [added: 10.1] | | | | | | [added: 10/18/2017] | | | | | | | | |

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

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

| 4.3(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2023 Notes dated May 22, 2013, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman, and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex103.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 5/19/2021 | | | | | | | | |

| 4.6(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2025 Notes dated May 28, 2014, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex104.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 5/19/2021 | | | | | | | | |

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

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 4.9(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2034 Notes dated December 2, 2014, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and U.S. Bank National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex105.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 5/19/2021 | | | | | | | | |

| 4.12(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2022 Notes dated February 3, 2017, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex107.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.7 | | | | | | 5/19/2021 | | | | | | | | |

| 4.15(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2024 Notes dated February 3, 2017, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex106.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.6 | | | | | | 5/19/2021 | | | | | | | | |

| 4.18(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2027 Notes dated May 14, 2015, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex108.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.8 | | | | | | 5/19/2021 | | | | | | | | |

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

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

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 4.21(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the January 2031 Notes dated June 10, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex109.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.9 | | | | | | 5/19/2021 | | | | | | | | |

| 4.24(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the June 2029 Notes dated June 18, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1010.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.10 | | | | | | 5/19/2021 | | | | | | | | |

| 4.27 | | | | | | [Indenture for the July 2029 Notes dated as of December 8, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/9/2020 | | | | | | | | |

| 4.27(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the July 2029 Notes dated December 8, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1012.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.12 | | | | | | 5/19/2021 | | | | | | | | |

| 4.28 | | | | | | [Form of 3.125% Senior Note due July 2029](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/9/2020 | | | | | | | | |

| 4.29 | | | | | | [Registration Rights Agreement for the July 2029 Notes dated as of December 8, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex43.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 12/9/2020 | | | | | | | | |

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

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 4.30 | | | | | | [Indenture for the July 2031 Notes dated as of December 8, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex44.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | 12/9/2020 | | | | | | | | |

| 4.30(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the July 2031 Notes dated December 8, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1011.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.11 | | | | | | 5/19/2021 | | | | | | | | |

| 4.31 | | | | | | [Form of 3.375% Senior Note due 2031](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex44.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | 12/9/2020 | | | | | | | | |

| 4.32 | | | | | | [Registration Rights Agreement for the July 2031 Notes dated as of December 8, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex46.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | 12/9/2020 | | | | | | | | |

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

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 10.9(g)+ | | | | | | [Seventh Amendment to the 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex103_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 1/28/2021 | | | | | | | | |

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| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 10.19(a) | | | | | | [First Amendment, dated as of January 13, 2021 to the U.S. Guarantee Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex105_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 1/28/2021 | | | | | | | | |

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

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| 10.2+ | | | | | | [Seagate Technology plc 2001 Share Option Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy)](https://www.sec.gov/Archives/edgar/data/1137789/000104746910007649/a2199925zex-10_3.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 8/20/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.5+ | | | | | | [Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Stock Option Grant and Option Agreement(includes Compensation Recovery Policy)](https://www.sec.gov/Archives/edgar/data/1137789/000104746910007649/a2199925zex-10_13.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.13 | | | | | | 8/20/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.6+ | | | | | | [Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Performance Share Bonus Grant and Agreement (includes Compensation Recovery Policy)](https://www.sec.gov/Archives/edgar/data/1137789/000104746910007649/a2199925zex-10_16.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.16 | | | | | | 8/20/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.7+ | | | | | | [Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (includes Compensation Recovery Policy)](https://www.sec.gov/Archives/edgar/data/1137789/000110465910055612/a10-16642_1ex10d19.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.19 | | | | | | 11/3/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.27+ | | | | | | [Offer letter, dated July 25, 2017, by and between Seagate Technology and Steven J. Luczo](https://www.sec.gov/Archives/edgar/data/1137789/000119312518238271/d832608dex1052.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.52 | | | | | | 8/3/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.28+ | | | | | | [Letter Agreement, dated November 1, 2018 by and between Seagate Technology plc and Steven Luczo](https://www.sec.gov/Archives/edgar/data/1137789/000119312518317143/d627475dex101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 11/2/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.29+ | | | | | | [Offer Letter, dated December 3, 2018 by and between Seagate US LLC and Gianluca Romano](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex103.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 2/4/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| /s/ WILLIAM T. COLEMAN III | | | Director | | | August 7, 2020 | | |

| (William T. Coleman III) | | | | | | | | |