Seagate Technology Holdings (STX) 10-K risk factor changes: FY2022 vs FY2021

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

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

- We have a long and unpredictable sales cycle for nearline [removed: 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.

- The loss of or inability to [removed: attract] [added: attract, retain and motivate] key executive officers and employees could negatively impact our business prospects.

- [removed: Political events,] [added: The effect of geopolitical uncertainties,] war, terrorism, natural disasters, public health issues and other [removed: circumstances] [added: circumstances, on national and/ or international commerce and on the global economy,] could materially adversely affect our results of operations and financial condition.

- 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 [added: unauthorized access to, or] the [added: loss, corruption, unavailability or] dissemination of proprietary or confidential information of our customers or about us or our customers or other third parties.

We also experience competition from other companies that produce alternative storage technologies such as flash memory, where increasing capacity, decreasing cost, energy efficiency and improvements in performance have resulted in increased competition with our lower capacity, smaller form factor disk [removed: drives.][added: drives and a declining trend in demand for HDDs in our legacy markets.]

[removed: Additionally,] [added: Furthermore,] if there is consolidation among our customer base, our customers may be able to command increased leverage in negotiating prices and other terms of sale, which could adversely affect our profitability.

In particular, we anticipate that sales of our [added: consumer] products will continue to be lower during the second half of our fiscal year.

Retail sales of [added: certain of] our legacy markets solutions traditionally experience higher demand in the first half of our fiscal year driven by consumer spending in the back-to-school season from late summer to fall and the traditional holiday shopping season from fall to winter.

Disruptions in financial [removed: markets and] [added: markets,] the deterioration of global economic [removed: conditions] [added: conditions, and geopolitical uncertainty and instability or war, such as the military action against Ukraine launched by Russia,] have had and may continue to have an impact on our sales to customers [removed: located in, or whose end-user customers are] [added: and end-users] located in [removed: such countries.][added: the EMEA region.]

- increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the [added: COVID-19] pandemic;

- workforce disruptions due to illness, quarantines, governmental actions, other restrictions, and/or the social distancing measures we have taken to mitigate the impact of [added: the] COVID-19 [added: pandemic] in an effort to protect the health and well-being of our employees, customers, suppliers and of the communities in which we operate;

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

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

If we do not control our [removed: fixed] costs, we will not be able to compete effectively.

[removed: If we experience shortages] [added: Shortages] or delays in the receipt of, or cost increases in, critical components, equipment or raw materials necessary to manufacture our products, [removed: we] may [added: cause us to] suffer lower operating margins, production delays and other material adverse effects.

In light of this small, consolidated supplier base, if our suppliers increased their prices [added: as a result of inflationary pressures from the current macroeconomic conditions or other changes in economic conditions,] our results of operations would be negatively affected.

Also, many of such direct and indirect component suppliers are geographically concentrated, making our supply chain more vulnerable to regional disruptions such as severe weather, the occurrence of local or global health issues or [removed: pandemics (such as COVID-19),] [added: pandemics,] acts of [removed: terrorism] [added: terrorism, war] and an unpredictable geopolitical climate, which may have a material impact on the production, availability and transportation of many components.

The current worldwide shortage of semiconductors [removed: may exacerbate] [added: exacerbates] these risks.

We have experienced [added: and continuing to experience] increased costs and production delays when we were unable to obtain the necessary equipment or sufficient quantities of some components, and/or have been forced to pay higher prices or make volume purchase commitments or advance deposits for some components, equipment or raw materials that were in short supply in the industry in general.

The industry is currently experiencing a global shortage of [removed: semiconductors.][added: semiconductors and other electronic components.]

We have a long and unpredictable sales cycle for nearline [removed: 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.

Our nearline [removed: and mission critical] storage solutions are technically complex and we typically supply them in high quantities to a small number of customers.

As a result, our sales cycle for nearline [removed: and mission critical] storage solutions [removed: is often in excess of] [added: could exceed] one year and frequently unpredictable.

Defects in our products could also result in legal actions by our customers for [added: breach of warranty,] property damage, injury or death.

The loss of or inability to [removed: attract] [added: attract, retain and motivate] key executive officers and employees could negatively impact our business prospects.

- uncertainty in global economic and political conditions, [added: and instability] or [added: war (such as the military action against Ukraine launched by Russia) or] adverse changes in the level of economic activity in the major regions in which we do business;

Macroeconomic developments such as the withdrawal of the United Kingdom (“U.K.”) from the European Union (“EU”), slowing [removed: economies in parts of Asia and the Americas,] [added: global economies,] increased tariffs between the [removed: U.S.] [added: 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 or efforts of governments to stimulate [added: or stabilize] the [removed: economy, which] [added: economy] may [removed: increase the risk of significant inflation, could negatively affect our business, operating results or financial condition which, in turn, could] adversely [removed: affect the price of] [added: impact] our [removed: ordinary shares.][added: business.]

[removed: Political events,] [added: The effect of geopolitical uncertainties,] war, terrorism, natural disasters, public health issues and other [removed: circumstances] [added: circumstances, on national and/or international commerce and on the global economy,] could materially adversely affect our results of operations and financial condition.

[removed: War,] [added: Geopolitical uncertainty,] terrorism, [removed: geopolitical uncertainties,] [added: instability or war, such as the military action against Ukraine launched by Russia,] natural disasters, public health issues and other business interruptions have caused and could cause damage or disruption to international commerce and the global economy, and thus could have a strong negative effect on our business, our direct and indirect suppliers, logistics providers, manufacturing vendors and customers.

Our business operations are subject to interruption by natural disasters such as floods and earthquakes, fires, power or water shortages, terrorist attacks, other hostile acts, labor disputes, public health issues (such as the COVID-19 [removed: pandemic),] [added: pandemic)] and [added: related mitigation actions, and] other events beyond our control.

In particular, governmental focus on antitrust and competition law, improper payments, the environment, data privacy, [added: protection,] security and sovereignty, currency exchange controls, conflict minerals, import and export controls, complex economic sanctions, and [removed: the enactment of U.S. tax reform and] potential further changes to global tax laws [added: and tax laws in any jurisdiction in which we operate] have had and may continue to have an effect on our business, corporate structure, operations, sales, liquidity, capital requirements, effective tax rate, results of operations, and financial performance.

China, Malaysia, Northern Ireland, Singapore and Thailand, in which we have significant operating assets, and the European Union each have exercised and continue to exercise significant influence over many aspects of their domestic economies including, but not limited to, fair competition, tax practices, anti-corruption, anti-trust, data [removed: privacy] [added: privacy, protection, security] and sovereignty, price controls and international trade.

Our business is subject to state, federal, and international [removed: data privacy] [added: laws] and [added: regulations, relating to] data [added: privacy, data] protection [removed: regulations,] [added: and data security] involving matters including data use, data localization, data transfer, data storage, data retention and deletion, data access, and [added: the protection of] data [removed: security.][added: and systems.]

[removed: A] [added: Any actual or perceived] data security breach or [added: incident or] actual or perceived non-compliance with [removed: data privacy and] [added: laws relating to privacy,] data protection [removed: laws] [added: or data security] could result in damage to our brand [added: and reputation] including decreased customer demand for our products or services, significant financial penalties and liability, governmental investigations and proceedings, ongoing audit requirements, private or class actions, and unanticipated changes to our data handling or processing practices.

For example, the European General Data Protection Regulation (“GDPR”) took effect in May [removed: 2018] [added: 2018,] and applies to our operations, and our products and services used by individuals in Europe.

The California Consumer Privacy Act (“CCPA”), which took effect in January 2020, imposed [removed: substantial] compliance requirements and new rights for California consumers.

Any [added: further] limitation that impedes our ability to export or sell our products and services could materially adversely affect our business, results of operations and financial condition.

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 [added: unauthorized access to, or] the [added: loss, corruption, unavailability or] dissemination of proprietary or confidential information of our customers or about us or [removed: our customers or] other third parties.

Some of our key customers such as OEM customers including large hyperscale data center companies and CSPs account for a large portion of our revenue in our mass capacity markets.

Additionally, some of our key customers are subject to cyclical demand which may result in variability of their orders and timing of their purchase with us and if one of our key customers unexpectedly reduces, delays or cancels orders, our revenues and results of operations may be adversely affected.

Additionally, our nearline storage solutions is subject to variability of sales primarily due to the timing of IT spending or a reflection of cyclical demand from CSPs based on the timing of their procurement and deployment requirements and their ability to procure other components needed to build out data center infrastructure.

Because our vertical design and manufacturing strategy, our operations have higher costs that are fixed or difficult to reduce in the short-term, including our costs related to utilization of existing facilities and equipment.

If we fail to forecast demand accurately or if there is a partial or complete reduction in long-term demand for our products, we could be required to write off inventory, record excess capacity charges which could negatively impact our gross margin and our financial results.

- increased costs of electricity and/or other energy sources, freight and logistics costs or other materials or services necessary for the operation of our business;

- changes in tax laws, such as global tax developments applicable to multinational businesses; the impact of trade barriers, such as import/export duties and restrictions, sanctions, tariffs and quotas, imposed by the U.S. or other countries in which the Company conducts business;

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

For example, significant inflation and related increases in interest rates, or a recession, could negatively affect our business, operating results or financial condition or the markets in which we operate, which, in turn, could adversely affect the price of our ordinary shares.

The U.K. has implemented legislation that substantially implements the GDPR, with penalties for noncompliance.

Various states, such as California, Colorado, Utah and Connecticut, have implemented similar privacy laws and regulations that impose restrictive requirements regulating the use and disclosure of personal information.

The U.S. federal government also is contemplating privacy legislation.

The ERP is designed to efficiently maintain our financial records and provide information important to the operation of our business to our management team.

Any significant disruption or deficiency in the design and implementation of the ERP may adversely affect our ability to process orders, ship product, send invoices and track payments, fulfill contractual obligations, maintain effective disclosure controls and internal control over financial reporting or otherwise operate our business.

- the ability of our customers to procure necessary components which may impact their demand or timing of their demand for our products, especially during a period of persistent supply chain shortages;

Some of our key customers account for a large portion of our revenue.

In some markets or industries where work-from-home or shelter-in-place orders have driven an increase in sales for certain of our products, the demand may not be sustainable if conditions change.

- changes in tax laws, regulatory requirements, including export regulations or tariffs, or accounting standards; and

Failure to comply with the GDPR could result in significant penalties of up to 4% of our worldwide revenue.

Violations of the CCPA carry substantial civil penalties and the law creates a private right of action for certain data breaches.

The California Privacy Rights Act, effective January 1, 2023, and the Colorado Privacy Act, effective July 1, 2023, will impose additional privacy-related requirements that may increase our cost of doing business, or adversely affect our business.

The market price of our ordinary shares has experienced price fluctuations and could be subject to wide fluctuations in the future.

*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 [removed: 2, 2021, July 3, 2020] [added: 1, 2022] and [removed: June 28, 2019.*][added: July 2, 2021.]

Accordingly, fiscal year [added: 2022 and] 2021 [added: both] comprised [added: of] 52 weeks and ended on July [added: 1, 2022 and July] 2, [removed: 2021.][added: 2021, respectively.]

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

*•Fiscal Year [removed: 2021] [added: 2022] Summary.* Overview of financial and other highlights affecting us in fiscal year [removed: 2021.][added: 2022.]

- *Results of Operations.* Analysis of our financial results comparing fiscal years [removed: 2021] [added: 2022] and [removed: 2020 to the prior-year periods.][added: 2021.]

- *Liquidity and Capital Resources.* Analysis of changes in our balance sheets and cash flows, [removed: and] discussion of our financial condition including potential sources of [removed: liquidity.][added: liquidity, and material cash requirements and their general purpose.]

Fiscal Year [removed: 2021] [added: 2022] Summary

During fiscal year [removed: 2021,] [added: 2022,] we shipped [removed: 535] [added: 631] exabytes of HDD storage capacity.

We generated revenue of [removed: $10.7 billion,] [added: approximately $11.7 billion with a] gross [removed: margins] [added: margin] of [removed: 27%,] [added: 30%,] net income of [removed: $1.3 billion and] [added: $1.6 billion,] diluted EPS of [removed: $5.36] [added: $7.36] and our operating cash flow was [removed: $1.6] [added: $1.7] billion.

We repurchased approximately [removed: 33] [added: 20] million of our ordinary shares for [removed: $2.0] [added: $1.8] billion and paid [removed: $649] [added: $610] million in dividends.

*Impact of [removed: COVID-19*][added: COVID-19 Pandemic*]

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

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

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

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

| (Dollars in millions) | | | | | | July [removed: 2, 2021] [added: 1, 2022] | | | | | | July [removed: 3, 2020 | | | | | | June 28, 2019] [added: 2, 2021] | | |

| Revenue | | | | | | $ | [removed: 10,681 | | | | | $ | 10,509] [added: 11,661] | | | | | $ | [removed: 10,390] [added: 10,681] | |

| Cost of revenue | | | | | | [removed: 7,764 | | | | | | 7,667] [added: 8,192] | | | | | | [removed: 7,458] [added: 7,764] | | |

| Gross profit | | | | | | [removed: 2,917 | | | | | | 2,842] [added: 3,469] | | | | | | [removed: 2,932] [added: 2,917] | | |

| Product development | | | | | | [removed: 903 | | | | | | 973] [added: 941] | | | | | | [removed: 991] [added: 903] | | |

| Marketing and administrative | | | | | | [removed: 502 | | | | | | 473] [added: 559] | | | | | | [removed: 453] [added: 502] | | |

| Amortization of intangibles | | | | | | [removed: 12 | | | | | | 14] [added: 11] | | | | | | [removed: 23] [added: 12] | | |

| Restructuring and other, net | | | | | | [removed: 8 | | | | | | 82] [added: 3] | | | | | | [removed: (22)] [added: 8] | | |

| Income from operations | | | | | | [removed: 1,492 | | | | | | 1,300] [added: 1,955] | | | | | | [removed: 1,487] [added: 1,492] | | |

| Other expense, net | | | | | | [removed: (144) | | | | | | (268)] [added: (276)] | | | | | | [removed: (115)] [added: (144)] | | |

| Income before income taxes | | | | | | [removed: 1,348 | | | | | | 1,032] [added: 1,679] | | | | | | [removed: 1,372] [added: 1,348] | | |

| Provision [removed: (Benefit)] for income taxes | | | | | | [removed: 34 | | | | | | 28] [added: 30] | | | | | | [removed: (640)] [added: 34] | | |

| Net income | | | | | | $ | [removed: 1,314 | | | | | $ | 1,004] [added: 1,649] | | | | | $ | [removed: 2,012] [added: 1,314] | |

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

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

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

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

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

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

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

| Operating margin | | | | | | [removed: 14 | | | | | | 12] [added: 17] | | | | | | 14 | | |

| Other expense, net | | | | | | [removed: (2)] [added: (3)] | | | | | | (2) | | | [removed: | | | (1) | | |]

| Income before income taxes | | | | | | [removed: 12 | | | | | | 10] [added: 14] | | | | | | [removed: 13] [added: 12] | | |

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

| Net income | | | | | | [removed: 12 | | % | | | | 10] [added: 14] | | % | | | | [removed: 19] [added: 12] | | % |

Discussions of year-to-year comparisons between fiscal years 2021 and 2020 are not included in this Annual Report on Form 10-K and can be found in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended July 2, 2021, which was filed with the SEC on August 6, 2021.*

We increased our unsecured revolving credit facility (“Revolving Credit Facility”) to $1.75 billion, borrowed $1.2 billion under our new term loan facility and repaid $701 million of our long-term debt.

The pandemic continues to impact our business and results of operations.

During fiscal year 2022, we experienced the ongoing impacts of supply chain disruptions, higher logistics, materials and operational costs globally, as well as other inflationary and macroeconomic pressures.

Additionally, constraints from certain component shortages impacted our ability to fulfill demand primarily for our non-HDD business.

Our customers also continued to experience certain supply chain and demand disruptions, resulting in demand variations across certain of our end markets, including impacts from periodic governmental lockdown measures.

We expect these factors will continue to impact our business and results of operations over the near term.

We continue to actively monitor the effects and potential impacts of the pandemic, inflation and other macroeconomic factors on all aspects of our business, supply chain, liquidity and capital resources including governmental policies that could periodically shut down an entire city where we, our suppliers or our customers operate.

We are also actively working on opportunities to lower our cost structure, drive further operational efficiencies and maintain supply chain discipline including adjusting our manufacturing production plans in response to these business conditions.

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| | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | |

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

| | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | |

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| Revenue | | | | | | $ | 11,661 | | | | | $ | 10,681 | | | | | $ | 980 | | | | | 9 | | % |

The mass capacity storage markets continued to increase as a percentage of our total revenue and exabytes shipped in fiscal year 2022.

We expect this transition from legacy to mass capacity storage markets will continue, resulting in mass capacity continuing to increase as a percentage of our total revenue and total exabytes shipped in fiscal year 2023 and beyond.

The long-term outlook for legacy markets is for a decrease in exabyte demand.

For fiscal year 2022, gross margin increased compared to the prior fiscal year primarily due to an increase in mass capacity exabytes shipped and improved product mix shift towards higher capacity HDDs, partially offset by higher component and logistics costs resulting from the pandemic and global inflationary pressures.

*Restructuring and Other, net.* Restructuring and other, net for fiscal year 2022 was not material.

| (Dollars in millions) | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | | | | | Change | | | | | | % Change | | |

These changes were partially offset by a $16 million decrease in foreign exchange remeasurement expense.

| (Dollars in millions) | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | | | | | Change | | | | | | % Change | | |

| (Dollars in millions) | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | | | | | Change | | |

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

| (Dollars in millions) | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | |

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- an increase of $361 million in inventories, primarily due to timing of shipments, and an increase in materials purchased for production of higher capacity drives and to mitigate supply chain disruptions.

- $1.2 billion from the issuance of long-term debt; and

From time to time, we enter into long-term, non-cancelable purchase commitments or make large up-front investments with certain suppliers in order to secure certain components or technologies for the production of our products or to supplement our internal manufacturing capacity for certain components.

Fiscal year 2019 comprised 52 weeks and ended on June 28, 2019.

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

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

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

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

We continued to incur certain supply chain and demand disruptions during the fiscal year 2021, as well as higher logistics and operational costs and softer or higher demand across certain markets due to the COVID-19 pandemic, which we expect to continue into our fiscal year 2022.

Our customers also continued to experience certain supply chain and demand disruptions in fiscal year 2021, which we anticipate will continue into fiscal year 2022.

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

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

Fiscal Year 2021 Compared to Fiscal Year 2020

Revenue

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

| Gross margin | | | | | | 27 | | % | | | | 27 | | % | | | | | | | | | | | | |

For fiscal year 2021, gross margin as a percentage of revenue remained flat compared to the prior fiscal year primarily due to improved product mix, offset by price erosion and higher logistics costs as a result of the COVID-19 pandemic.

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

*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.

Restructuring and other, net for fiscal year 2020 was $82 million, primarily comprised of restructuring charges related to the restructuring plan the Company committed to on June 1, 2020 to reduce our workforce by approximately 500 employees and charges related to a voluntary early exit program and other restructuring plans.

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

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.

| Provision for income taxes | | | | | | $ | 34 | | | | | $ | 28 | | | | | $ | 6 | | | | | 21 | | % |

Our Irish tax resident parent holding company owns various U.S. and non-Irish subsidiaries that operate in multiple non-Irish income tax jurisdictions.

Certain tax incentives may be extended if specific conditions are met.

Fiscal Year 2020 Compared to Fiscal Year 2019

| Revenue | | | | | | $ | 10,509 | | | | | $ | 10,390 | | | | | $ | 119 | | | | | 1 | | % |

Revenue in fiscal year 2020 increased approximately 1%, or $119 million, from fiscal year 2019, primarily due to an increase in mass capacity storage exabytes shipped, partially offset by price erosion and a decrease in legacy exabytes shipped.

| Cost of revenue | | | | | | $ | 7,667 | | | | | $ | 7,458 | | | | | $ | 209 | | | | | 3 | | % |

| Gross profit | | | | | | 2,842 | | | | | | 2,932 | | | | | | (90) | | | | | | (3) | | % |

| Gross margin | | | | | | 27 | | % | | | | 28 | | % | | | | | | | | | | | | |

For fiscal year 2020, gross margin as a percentage of revenue decreased compared to the prior fiscal year due to price erosion and higher logistics costs and factory under-utilization due to COVID-19 related disruptions, partially offset by improved product mix and lower depreciation expense due to the change in useful lives of our manufacturing equipment in the quarter ended October 4, 2019.

| Product development | | | | | | $ | 973 | | | | | $ | 991 | | | | | $ | (18) | | | | | (2) | | % |

| Marketing and administrative | | | | | | 473 | | | | | | 453 | | | | | | 20 | | | | | | 4 | | % |

| Amortization of intangibles | | | | | | 14 | | | | | | 23 | | | | | | (9) | | | | | | (39) | | % |

As of July [removed: 2, 2021,] [added: 1, 2022,] we had no available-for-sale debt securities that had been in a continuous unrealized loss position for a period greater than 12 months.

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

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

The objective of the interest rate swap agreements is to eliminate the variability of interest payment cash flows associated with the variable interest rate [removed: on] [added: under] the Term [removed: Loan.][added: Loans.]

[removed: The Company] [added: We] designated the interest rate swaps as cash flow hedges.

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: 2, 2021.][added: 1, 2022.]

| (Dollars in millions, except percentages) | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value at July [removed: 2, 2021] [added: 1, 2022] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Total | | | | | | | | | | | |

| Floating rate | | | | | | $ | [removed: 553] [added: 61] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 553] [added: 61] | | | | | $ | [removed: 553] [added: 61] | |

| Average interest rate | | | | | | [removed: 0.03] [added: 0.99] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.03] [added: 0.99] | | % | | | | | | |

| Fixed rate | | | | | | $ | [removed: 10] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 15] | | | | | $ | — | | | | | $ | 8 | | | | | $ | [removed: 18] [added: 23] | | | | | $ | [removed: 18] [added: 23] | |

| Average interest rate | | | | | | [removed: 4.25] [added: 4.75] | | % | | | | [removed: 4.75] [added: 4.88] | | % | | | | [removed: 4.88] [added: 4.75] | | % | | | | [removed: 4.75] [added: —] | | % | | | | [added: 4.88] | | [added: %] | | | | [removed: 4.22] [added: 4.09] | | % | | | | [removed: 4.40] [added: 4.41] | | % | | | | | | |

| Average interest rate | | | | | | [removed: 3.29] [added: 2.92] | | % | | | | [removed: 3.29] [added: 2.92] | | % | | | | [removed: 3.29] [added: 2.92] | | % | | | | [removed: 3.29] [added: 2.94] | | % | | | | [removed: 3.29] [added: 2.90] | | % | | | | [added: 2.90] | | [added: %] | | | | [removed: 3.29] [added: 2.92] | | % | | | | | | |

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 [added: the] fiscal year [removed: 2021, respectively.][added: 2021.]

We recognized [removed: $4] [added: a net loss of $11] million [added: and $10 million] in [removed: Other expense, net] [added: Cost of revenue and Interest expense] related to [added: the loss of] hedge [removed: ineffectiveness and] [added: designations on] discontinued cash flow hedges during fiscal year [removed: 2020.][added: 2022, respectively.]

The table below provides information as of July [removed: 2, 2021] [added: 1, 2022] about our foreign currency forward exchange contracts.

| Chinese Renminbi | | | | | | [removed: 94] [added: 116] | | | | | | $ | [removed: 6.64] [added: 6.54] | | | | | [removed: 1] [added: (3)] | | |

| British Pound Sterling | | | | | | [removed: 70] [added: 79] | | | | | | $ | [removed: 0.73] [added: 0.77] | | | | | [removed: 1] [added: (5)] | | |

Changes in our corporate issuer credit ratings have minimal impact on our [removed: near term] [added: near-term] financial results, but downgrades may negatively impact our future ability to raise capital, our ability to execute transactions with various counterparties and may increase the cost of such capital.

During fiscal year 2022, we recorded a $13 million impairment loss relating to available-for-sale debt securities.

At this time, we have not identified any material exposure associated with the phase out of LIBOR by the end of 2022.

As of July 1, 2022, the aggregate notional amount of the Company’s interest-rate swap contracts was $1.2 billion, of which $600 million will mature in September 2025 and $600 million will mature in July 2027.

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

| Fixed rate | | | | | | $ | 540 | | | | | $ | 500 | | | | | $ | 479 | | | | | $ | — | | | | | $ | 505 | | | | | $ | 2,490 | | | | | $ | 4,514 | | | | | $ | 4,045 | |

| Variable rate | | | | | | $ | 45 | | | | | $ | 60 | | | | | $ | 83 | | | | | $ | 563 | | | | | $ | 60 | | | | | $ | 390 | | | | | $ | 1,201 | | | | | $ | 1,174 | |

| Singapore Dollar | | | | | | $ | 230 | | | | | $ | 1.36 | | | | | $ | (4) | |

| Thai Baht | | | | | | 168 | | | | | | $ | 33.58 | | | | | (8) | | |

| Total | | | | | | $ | 593 | | | | | | | | | | | $ | (20) | |

We determined no available-for-sale debt securities were other-than-temporarily impaired as of July 2, 2021.

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

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

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

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

| Variable rate | | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 25 | | | | | $ | 381 | | | | | $ | — | | | | | $ | 481 | | | | | $ | 478 | |

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

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

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

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

We are a leading provider of data storage technology and [added: infrastructure] solutions.

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

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

Legacy markets [removed: include markets] [added: are those that] we continue to [removed: service] [added: sell to] but [removed: that] we do not plan to invest in significantly.

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

[removed: We recently launched our] [added: Our] Lyve [removed: portfolio, which] [added: portfolio] 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 [added: offering] that provides frictionless mass capacity storage at the metro edge, [removed: a converged object storage solution enabling efficient capture] and [removed: consolidation of massive data sets and] Cortx, an open-source object storage software optimized for mass capacity and data intensive workloads.

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

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

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

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

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

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

Legacy markets include [removed: mission critical, desktop, notebook,] consumer, [removed: DVR,] [added: mission critical] and [removed: gaming] [added: client] applications.

We continue to [removed: service] [added: sell to] these markets but do not plan significant additional investment.

Consumer applications are externally connected storage, both HDD and SSD-based, used to provide backup capabilities, augmented storage capacity, or portable storage for [removed: PCs and] [added: PCs,] mobile [removed: devices.][added: devices and gaming consoles.]

[added: Our] DVR [removed: applications] [added: HDDs] are [removed: HDD storage] [added: optimized] for video streaming in always-on consumer premise equipment [removed: like DVRs and media centers.][added: applications with capacities up to 6TB.]

*Storage solutions manufacturers and system integrators.* Companies, such as [removed: OEMs,] [added: Original Equipment Manufacturers (“OEMs”),] that bundle and package storage solutions, distributors that integrate storage hardware and software into end-user applications, cloud service providers (“CSPs”) that provide cloud based solutions to businesses for the purpose of scale-out storage solutions and modular systems, and producers of solutions such as storage racks.

*Hyperscale data centers.* Large hyperscale data center companies, many of which are CSPs, are increasingly designing their own storage subsystems and having them built by contract manufacturers for [removed: use inside] their own data centers.

[removed: The International Data Corporation (“IDC”) forecasts in] [added: In] the Seagate-sponsored [removed: 2021 update of their] “Worldwide Global DataSphere Forecast, [removed: 2021-2025” show] [added: 2022-2026”, the International Data Corporation (“IDC”) forecasted] that the global datasphere should grow from [removed: 64] [added: 84] zettabytes in [removed: 2020] [added: 2021] to [removed: 180] [added: 221] zettabytes by [removed: 2025.][added: 2026.]

[removed: According to] IDC, we are fast approaching a new era of the Data Age, which we expect will have a positive impact on storage demand.

The [removed: *DataSphere Forecast*] [added: DataSphere Forecast] study found that data is shifting to both the core and the edge, and by [removed: 2025] [added: 2026] nearly [removed: 60%] [added: 65%] of the world’s data will be stored in the core and edge, up from [removed: 39%] [added: 41%] in [removed: 2015.][added: 2016.]

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

- Creation and collection of data through the development and evolution of the IoT ecosystem, big data analytics, AI and new technology trends such as autonomous vehicles and drones, smart manufacturing, and smart [removed: cities;][added: cities, as well as emerging trends that converge the digital and physical worlds such as the metaverse or use of digital twins;]

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

Our core technology [removed: platforms,] [added: platforms focus on the areal density of media and read/write head technologies,] including innovations like [removed: the throughput-optimizing multi actuator MACH.2 technology and] [added: shingled-magnetic-recording ("SMR") technology,] the high-capacity enabling heat-assisted magnetic recording (“HAMR”) technology, [removed: focus on the areal density of media] and [removed: read/write head technologies.][added: the throughput-optimizing multi actuator MACH.2 technology.]

- energy efficiency, commonly measured by the power output [added: such as energy per TB] necessary to operate the disk drive.

They include [removed: high capacity] HDDs with flash memory that acts as a cache to improve performance of frequently accessed data and are primarily targeted at PC gaming applications.

Read/write heads, mounted on an arm assembly, similar in concept to that of a record player, fly extremely close to each disk [removed: surface] [added: surface,] and record data on and retrieve it from concentric tracks in the magnetic layers of the rotating disks.

We continue to participate in the design of our components and [removed: products] [added: products,] and [added: we] are directly involved in qualifying key suppliers and components used in our products.

However, [added: certain parts of] our business [removed: has] [added: have] been adversely affected by our suppliers’ capacity constraints [removed: in the past] and this could occur in the future.

We [removed: supply more than one product within each product category and] differentiate products on the basis of capacity, performance, product quality, reliability, price, form factor, interface, power consumption efficiency, security features and other customer integration requirements.

*Enterprise Nearline HDDs.* Our high-capacity enterprise HDDs ship in capacities of up to [removed: 18TB.][added: 20TB.]

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 arrays, [removed: application] [added: storage server] platforms, [removed: JBODs] [added: multi-level configuration for disks (commonly referred as JBODs)] and expansion shelves to expand and upgrade data center storage infrastructure and other enterprise applications.

Our capacity-optimized systems feature multiple scalable configurations and can accommodate up to 106 [removed: 16TB] [added: 20TB] drives per chassis.

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

These optimized drives are built to support the growing needs of the video imaging market with support for multiple streams and capacities up to [removed: 18TB.][added: 20TB.]

Our NAS HDD solutions are available in capacities up to [removed: 18TB.][added: 20TB.]

We also offer NAS SSDs with capacities up to [removed: 1.9TB.][added: 2TB.]

VIA and NAS.

These markets include storage for security and smart video installations.

Client storage.

Client applications include desktop and notebook storage that rely on low cost-per-HDD and SSD devices to provide built-in storage, digital video recorder (“DVR”) storage for video streaming in always-on consumer premise equipment and media center, and gaming storage for PC-based gaming systems as well as console gaming applications including both internal and external storage options.

According to

Our legacy markets, such as consumer storage applications, traditionally experienced seasonal variability in demand with higher levels of demand in the first half of the fiscal year, primarily driven by consumer spending related to back-to-school season and traditional holiday shopping season.

Financial Statements and Supplementary Data—*Note 14.* *Legal, Environmental and Other Contingencies*.” The costs of

In addition, we are audited to health and safety standards set forth by the Responsible Business Alliance.

Through our Environment, Health and Safety (“EHS”) Management Systems, we ensure that the focus remains on the continuous improvement and provide comprehensive health and safety training to our employees.

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 two and a half

years.

We continue to ensure that our COVID-19 pandemic protocols remain in place as needed to ensure the health and safety of our employees.

For example, our internal mobility and career development tool provides Seagate employees the opportunity to establish networking and mentor connections, identify and participate in internal part-time projects, and explore internal full-time positions.

Global Citizenship Report

Additional information regarding our environmental, social and governance (“ESG”) commitment and progress can be found on the Global Citizenship section of our website and in our Global Citizenship Annual Report (“GCAR”).

Information contained on our website or in our annual GCAR is not incorporated by reference into this or any other report we filed with the Securities and Exchange Commission.

Mr. Naik worked for SanDisk, a supplier of flash storage products, as Senior Vice President and CIO from 2013 to May 2016, and Head

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

Video imaging and analytics as well as NAS.

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

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

Desktop and notebook storage.

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

Gaming storage.

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

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

DVR.

These product lines are available in capacities up to 16TB.

*Desktop Drives.* Our 3.5-inch drives offer up to 18TB of capacity for HDD and up to 2TB for SSD.

Desktop drives are designed for applications such as personal computers and workstations.

*Notebook Drives.* Our 2.5-inch drives offer up to 5TB for HDD and up to 2TB for SSD.

*DVR*.

Our DVR HDDs are optimized for video streaming in always-on consumer premise equipment applications with capacities up to 4TB to support leading-edge digital entertainment.

*Gaming.* Our gaming SSDs are specifically optimized internal storage for gaming rigs.

*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.

Our legacy markets traditionally experience seasonal variability in demand with higher levels of demand in the second half of the calendar year.

This seasonality is driven by consumer spending in the back-to-school season from late summer to fall and the traditional holiday shopping season from fall to winter.

Backlog

In view of industry practice, whereby customers may cancel or defer orders with little or no penalty, we believe backlog for our business is of limited indicative value in estimating future performance and results.

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.

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.

For example, we launched a tool earlier this fiscal year that has already helped Seagate employees to establish networking and mentor connections as well as redeployment opportunities for hundreds of employees.

| Jeffrey Fochtman | | | | | | 47 | | | | | | Senior Vice President, Business and Marketing | | |

Jeffrey Fochtman, 47, has served as our Senior Vice President, Business and Marketing since April 2020.

Prior to that Mr. Fochtman served as our Vice President, Global Marketing and Consumer Solutions Group from February 2019 to April 2020; as VP, Global Marketing from August 2015 to February 2019; as Senior Director of Global Marketing from April 2012 to August 2015; and as Director of Marketing from October 2007 to October 2009.

Prior to re-joining Seagate, he was VP of Marketing and Sales at Pogoplug, a data storage company, from October 2009 to March 2012; and he served as a Product Marketing Manager at Hitachi, a multinational conglomerate, from February 2001 to October 2007.

For the fiscal year ended July [removed: 2, 2021][added: 1, 2022]

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of [removed: January 1,] [added: December 31,] 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $14.8] [added: $24.7] 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: 2, 2021] [added: 1, 2022] was [removed: 227,603,061.][added: 208,755,418.]

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: 20, 2021,] [added: 24, 2022,] 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: 2, 2021.][added: 1, 2022.]

| 1A. | | | [Risk [removed: Factors](#ib3bd15d92c064c3aa9354888448117e0_22)] [added: Factors](#i777fe47d6e404b9fb96c3c37de6e14c0_22)] | | | [removed: [16](#ib3bd15d92c064c3aa9354888448117e0_22)] [added: [16](#i777fe47d6e404b9fb96c3c37de6e14c0_22)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#ib3bd15d92c064c3aa9354888448117e0_25)] [added: Comments](#i777fe47d6e404b9fb96c3c37de6e14c0_25)] | | | [removed: [35](#ib3bd15d92c064c3aa9354888448117e0_25)] [added: [35](#i777fe47d6e404b9fb96c3c37de6e14c0_25)] | | |

| 3 | | | [Legal [removed: Proceedings](#ib3bd15d92c064c3aa9354888448117e0_31)] [added: Proceedings](#i777fe47d6e404b9fb96c3c37de6e14c0_31)] | | | [removed: [36](#ib3bd15d92c064c3aa9354888448117e0_31)] [added: [36](#i777fe47d6e404b9fb96c3c37de6e14c0_31)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#ib3bd15d92c064c3aa9354888448117e0_34)] [added: Disclosures](#i777fe47d6e404b9fb96c3c37de6e14c0_34)] | | | [removed: [36](#ib3bd15d92c064c3aa9354888448117e0_34)] [added: [36](#i777fe47d6e404b9fb96c3c37de6e14c0_34)] | | |

| 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib3bd15d92c064c3aa9354888448117e0_40)] [added: Securities](#i777fe47d6e404b9fb96c3c37de6e14c0_40)] | | | [removed: [37](#ib3bd15d92c064c3aa9354888448117e0_40)] [added: [37](#i777fe47d6e404b9fb96c3c37de6e14c0_40)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib3bd15d92c064c3aa9354888448117e0_46)] [added: Operations](#i777fe47d6e404b9fb96c3c37de6e14c0_46)] | | | [removed: [38](#ib3bd15d92c064c3aa9354888448117e0_46)] [added: [38](#i777fe47d6e404b9fb96c3c37de6e14c0_46)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib3bd15d92c064c3aa9354888448117e0_61)] [added: Risk](#i777fe47d6e404b9fb96c3c37de6e14c0_61)] | | | [removed: [49](#ib3bd15d92c064c3aa9354888448117e0_61)] [added: [47](#i777fe47d6e404b9fb96c3c37de6e14c0_61)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#ib3bd15d92c064c3aa9354888448117e0_64)] [added: Data](#i777fe47d6e404b9fb96c3c37de6e14c0_64)] | | | [removed: [52](#ib3bd15d92c064c3aa9354888448117e0_64)] [added: [49](#i777fe47d6e404b9fb96c3c37de6e14c0_64)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib3bd15d92c064c3aa9354888448117e0_145)] [added: Disclosure](#i777fe47d6e404b9fb96c3c37de6e14c0_145)] | | | [removed: [96](#ib3bd15d92c064c3aa9354888448117e0_145)] [added: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_145)] | | |

| 9A. | | | [Controls and [removed: Procedures](#ib3bd15d92c064c3aa9354888448117e0_148)] [added: Procedures](#i777fe47d6e404b9fb96c3c37de6e14c0_148)] | | | [removed: [96](#ib3bd15d92c064c3aa9354888448117e0_148)] [added: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_148)] | | |

| 9B. | | | [Other [removed: Information](#ib3bd15d92c064c3aa9354888448117e0_151)] [added: Information](#i777fe47d6e404b9fb96c3c37de6e14c0_151)] | | | [removed: [96](#ib3bd15d92c064c3aa9354888448117e0_151)] [added: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_151)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib3bd15d92c064c3aa9354888448117e0_1531)] [added: Inspections](#i777fe47d6e404b9fb96c3c37de6e14c0_154)] | | | [removed: [96](#ib3bd15d92c064c3aa9354888448117e0_1531)] [added: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_154)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib3bd15d92c064c3aa9354888448117e0_157)] [added: Governance](#i777fe47d6e404b9fb96c3c37de6e14c0_160)] | | | [removed: [97](#ib3bd15d92c064c3aa9354888448117e0_157)] [added: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_160)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib3bd15d92c064c3aa9354888448117e0_163)] [added: Matters](#i777fe47d6e404b9fb96c3c37de6e14c0_166)] | | | [removed: [97](#ib3bd15d92c064c3aa9354888448117e0_163)] [added: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_166)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib3bd15d92c064c3aa9354888448117e0_166)] [added: Independence](#i777fe47d6e404b9fb96c3c37de6e14c0_169)] | | | [removed: [97](#ib3bd15d92c064c3aa9354888448117e0_166)] [added: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_169)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#ib3bd15d92c064c3aa9354888448117e0_169)] [added: Services](#i777fe47d6e404b9fb96c3c37de6e14c0_172)] | | | [removed: [97](#ib3bd15d92c064c3aa9354888448117e0_169)] [added: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_172)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#ib3bd15d92c064c3aa9354888448117e0_175)] [added: Schedules](#i777fe47d6e404b9fb96c3c37de6e14c0_178)] | | | [removed: [98](#ib3bd15d92c064c3aa9354888448117e0_175)] [added: [92](#i777fe47d6e404b9fb96c3c37de6e14c0_178)] | | |

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

- the [added: timing of] development and introduction of products based on new technologies and expansion into new data storage [removed: markets,] [added: markets] and market acceptance of new products;

- the impact of variable demand, [added: including ongoing demand variation related to the COVID-19 pandemic,] changes in market demand, and an adverse pricing environment for storage products;

- the effects of the COVID-19 pandemic and related individual, business and government responses on the global economy and their impact on the Company’s business, operations and financial [removed: results;][added: results, including impacts to the Company’s supply chain resulting from governments’ policies and approaches to containing COVID-19;]

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

| | | | [PART I](#i777fe47d6e404b9fb96c3c37de6e14c0_16) | | | | | |

| 1 | | | [Business](#i777fe47d6e404b9fb96c3c37de6e14c0_19) | | | [4](#i777fe47d6e404b9fb96c3c37de6e14c0_19) | | |

| 2 | | | [Properties](#i777fe47d6e404b9fb96c3c37de6e14c0_28) | | | [36](#i777fe47d6e404b9fb96c3c37de6e14c0_28) | | |

| | | | [PART II](#i777fe47d6e404b9fb96c3c37de6e14c0_37) | | | | | |

| 6 | | | [\[Reserved\]](#i777fe47d6e404b9fb96c3c37de6e14c0_43) | | | [38](#i777fe47d6e404b9fb96c3c37de6e14c0_43) | | |

| | | | [PART III](#i777fe47d6e404b9fb96c3c37de6e14c0_157) | | | | | |

| 11 | | | [Executive Compensation](#i777fe47d6e404b9fb96c3c37de6e14c0_163) | | | [91](#i777fe47d6e404b9fb96c3c37de6e14c0_163) | | |

| | | | [PART IV](#i777fe47d6e404b9fb96c3c37de6e14c0_175) | | | | | |

| | | | [EXHIBIT INDEX](#i777fe47d6e404b9fb96c3c37de6e14c0_181) | | | [93](#i777fe47d6e404b9fb96c3c37de6e14c0_181) | | |

| | | | [SIGNATURES](#i777fe47d6e404b9fb96c3c37de6e14c0_184) | | | [102](#i777fe47d6e404b9fb96c3c37de6e14c0_184) | | |

- disruptions to the Company’s supply chain or production capabilities, including ongoing shortages of certain materials, any electricity restrictions and increases in logistical, materials and operation costs;

- the effect of geopolitical uncertainties, such as the Russia-Ukraine conflict, on international commerce, the global economy, and/or our business;

- the difficulties in implementing a new global enterprise resource planning system; and

| | | | [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) | | |

| | | | [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) | | |

- disruptions to the Company’s supply chain or production capabilities;

Our leased facilities are occupied under leases that expire on various dates through [removed: 2067.][added: 2068.]

Our main material manufacturing, product development and marketing and administrative facilities at July [removed: 2, 2021] [added: 1, 2022] are as follows:

| Wuxi | | | | | | Leased | | | | | | [removed: 740,000] [added: 707,000] | | | | | | Manufacture of drives and drive subassemblies | | |

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

| Korat | | | | | | Owned/Leased | | | | | | [removed: 2,733,000] [added: 2,710,000] | | | | | | Manufacture of drives and drive subassemblies | | |

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

As of July [removed: 2, 2021,] [added: 1, 2022,] we owned or leased a total of approximately 9.7 million square feet of space worldwide.

As of August [removed: 2, 2021,] [added: 1, 2022,] there were approximately [removed: 497] [added: 489] holders of record of our ordinary shares.

We did not sell any of our equity securities during fiscal year [removed: 2021] [added: 2022] that were not registered under the Securities Act of 1933, as amended.

The performance graph below shows the cumulative total shareholder return on our ordinary shares for the period from [removed: July 1, 2016] [added: June 30, 2017] to July [removed: 2, 2021.][added: 1, 2022.]

This is compared with the cumulative total return of the Dow Jones [removed: US] [added: U.S.] Computer Hardware Index and the Standard & Poor’s 500 Stock Index (“S&P 500”) over the same period.

The graph assumes that on [removed: July 1, 2016,] [added: June 30, 2017,] $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: 7/1/2016] [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] | | | | | | [removed: 7/2/2021] [added: 7/1/2022] | | |

(1) $100 invested on [removed: 7/1/2016] [added: 6/30/2017] in shares and in indices, including reinvestment of dividends.

Our ability to pay dividends in the future will be subject to, among other things, general business conditions within the data storage industry, our financial results, the impact of paying dividends on our credit ratings and legal and contractual restrictions [removed: on the payment of dividends by our subsidiaries to us or by us to our ordinary shareholders, including restrictions imposed by covenants on our debt instruments.]

As of July [removed: 2, 2021, $4.2] [added: 1, 2022, $2.4] 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: 2, 2021,] [added: 1, 2022,] including shares withheld for statutory tax withholdings related to vesting of employee equity awards:

| 1st Quarter through 3rd Quarter of Fiscal Year [removed: 2021] [added: 2022] | | | | | | [removed: 31] [added: 15] | | | | | | $ | [removed: 58.51] [added: 92.10] | | | | | [removed: 31] [added: 15] | | | | | | | | | | | | $ | [removed: 4,441] [added: 2,844] | |

| Through 4th Quarter of Fiscal Year [removed: 2021] [added: 2022] | | | | | | [removed: 34] [added: 21] | | | | | | | | | | | | [removed: 34] [added: 21] | | | | | | | | | | | | $ | [removed: 4,223] [added: 2,366] | |

| Seagate Technology Holdings plc | | | $ | 100.00 | | | | | $ | 152.23 | | | | | $ | 134.61 | | | | | $ | 141.83 | | | | | $ | 251.12 | | | | | $ | 211.97 | |

| S&P 500 | | | 100.00 | | | | | | 114.26 | | | | | | 125.78 | | | | | | 136.03 | | | | | | 188.84 | | | | | | 169.66 | | |

| Dow Jones U.S. Computer Hardware | | | 100.00 | | | | | | 130.03 | | | | | | 140.14 | | | | | | 251.12 | | | | | | 384.68 | | | | | | 384.42 | | |

on the payment of dividends by our subsidiaries to us or by us to our ordinary shareholders, including restrictions imposed by covenants on our debt instruments.

| April 2, 2022 through April 29, 2022 | | | | | | 1 | | | | | | 83.32 | | | | | | 1 | | | | | | | | | | | | 2,746 | | |

| April 30, 2022 through May 27, 2022 | | | | | | 2 | | | | | | 81.66 | | | | | | 2 | | | | | | | | | | | | 2,568 | | |

| May 28, 2022 through July 1, 2022 | | | | | | 3 | | | | | | 78.40 | | | | | | 3 | | | | | | | | | | | | 2,366 | | |

| 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 | | |

| [Consolidated Balance [removed: Sheets](#ib3bd15d92c064c3aa9354888448117e0_67)] [added: Sheets](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] | | | | | | | | | | | | [removed: [53](#ib3bd15d92c064c3aa9354888448117e0_67)] [added: [50](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] | | |

| [Consolidated Statements of [removed: Operations](#ib3bd15d92c064c3aa9354888448117e0_70)] [added: Operations](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] | | | | | | | | | | | | [removed: [54](#ib3bd15d92c064c3aa9354888448117e0_70)] [added: [51](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ib3bd15d92c064c3aa9354888448117e0_73)] [added: Income](#i777fe47d6e404b9fb96c3c37de6e14c0_73)] | | | | | | | | | | | | [removed: [55](#ib3bd15d92c064c3aa9354888448117e0_73)] [added: [52](#i777fe47d6e404b9fb96c3c37de6e14c0_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib3bd15d92c064c3aa9354888448117e0_76)] [added: Flows](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] | | | | | | | | | | | | [removed: [56](#ib3bd15d92c064c3aa9354888448117e0_76)] [added: [53](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#ib3bd15d92c064c3aa9354888448117e0_79)] [added: Equity](#i777fe47d6e404b9fb96c3c37de6e14c0_79)] | | | | | | | | | | | | [removed: [57](#ib3bd15d92c064c3aa9354888448117e0_79)] [added: [54](#i777fe47d6e404b9fb96c3c37de6e14c0_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib3bd15d92c064c3aa9354888448117e0_82)] [added: Statements](#i777fe47d6e404b9fb96c3c37de6e14c0_82)] | | | | | | | | | | | | | | |

| | | | [Note [removed: 1.](#ib3bd15d92c064c3aa9354888448117e0_85)] [added: 1.](#i777fe47d6e404b9fb96c3c37de6e14c0_85)] [Basis of Presentation and Summary of Significant Accounting [removed: Policies](#ib3bd15d92c064c3aa9354888448117e0_85)] [added: Policies](#i777fe47d6e404b9fb96c3c37de6e14c0_85)] | | | | | | | | | [removed: [58](#ib3bd15d92c064c3aa9354888448117e0_85)] [added: [55](#i777fe47d6e404b9fb96c3c37de6e14c0_85)] | | |

| | | | [Note [removed: 2.](#ib3bd15d92c064c3aa9354888448117e0_88)] [added: 2.](#i777fe47d6e404b9fb96c3c37de6e14c0_88)] [Balance Sheet [removed: Information](#ib3bd15d92c064c3aa9354888448117e0_88)] [added: Information](#i777fe47d6e404b9fb96c3c37de6e14c0_88)] | | | | | | | | | [removed: [63](#ib3bd15d92c064c3aa9354888448117e0_88)] [added: [60](#i777fe47d6e404b9fb96c3c37de6e14c0_88)] | | |

| | | | [Note [removed: 3.](#ib3bd15d92c064c3aa9354888448117e0_91)] [added: 3.](#i777fe47d6e404b9fb96c3c37de6e14c0_91)] [Goodwill and Other Intangible [removed: Assets](#ib3bd15d92c064c3aa9354888448117e0_91)] [added: Assets](#i777fe47d6e404b9fb96c3c37de6e14c0_91)] | | | | | | | | | [removed: [66](#ib3bd15d92c064c3aa9354888448117e0_91)] [added: [63](#i777fe47d6e404b9fb96c3c37de6e14c0_91)] | | |

| | | | [Note [removed: 4.](#ib3bd15d92c064c3aa9354888448117e0_94) [Debt](#ib3bd15d92c064c3aa9354888448117e0_94)] [added: 4.](#i777fe47d6e404b9fb96c3c37de6e14c0_1553) [](#i777fe47d6e404b9fb96c3c37de6e14c0_1553)[Debt](#i777fe47d6e404b9fb96c3c37de6e14c0_1553)] | | | | | | | | | [removed: [67](#ib3bd15d92c064c3aa9354888448117e0_94)] [added: [64](#i777fe47d6e404b9fb96c3c37de6e14c0_1553)] | | |

| | | | [Note [removed: 5.](#ib3bd15d92c064c3aa9354888448117e0_97)] [added: 5.](#i777fe47d6e404b9fb96c3c37de6e14c0_97)] [Income [removed: Taxes](#ib3bd15d92c064c3aa9354888448117e0_97)] [added: Taxes](#i777fe47d6e404b9fb96c3c37de6e14c0_97)] | | | | | | | | | [removed: [71](#ib3bd15d92c064c3aa9354888448117e0_97)] [added: [66](#i777fe47d6e404b9fb96c3c37de6e14c0_97)] | | |

| | | | [Note [removed: 6.](#ib3bd15d92c064c3aa9354888448117e0_100) [Leases](#ib3bd15d92c064c3aa9354888448117e0_100)] [added: 6.](#i777fe47d6e404b9fb96c3c37de6e14c0_100) [Leases](#i777fe47d6e404b9fb96c3c37de6e14c0_100)] | | | | | | | | | [removed: [74](#ib3bd15d92c064c3aa9354888448117e0_100)] [added: [68](#i777fe47d6e404b9fb96c3c37de6e14c0_100)] | | |

| | | | [Note [removed: 7.](#ib3bd15d92c064c3aa9354888448117e0_106)] [added: 7.](#i777fe47d6e404b9fb96c3c37de6e14c0_106)] [Restructuring and Exit [removed: Costs](#ib3bd15d92c064c3aa9354888448117e0_106)] [added: Costs](#i777fe47d6e404b9fb96c3c37de6e14c0_106)] | | | | | | | | | [removed: [75](#ib3bd15d92c064c3aa9354888448117e0_106)] [added: [69](#i777fe47d6e404b9fb96c3c37de6e14c0_106)] | | |

| | | | [Note [removed: 8.](#ib3bd15d92c064c3aa9354888448117e0_109)] [added: 8.](#i777fe47d6e404b9fb96c3c37de6e14c0_109)] [Derivative Financial [removed: Instruments](#ib3bd15d92c064c3aa9354888448117e0_109)] [added: Instruments](#i777fe47d6e404b9fb96c3c37de6e14c0_109)] | | | | | | | | | [removed: [75](#ib3bd15d92c064c3aa9354888448117e0_109)] [added: [70](#i777fe47d6e404b9fb96c3c37de6e14c0_109)] | | |

| | | | [Note [removed: 9.](#ib3bd15d92c064c3aa9354888448117e0_112)] [added: 9.](#i777fe47d6e404b9fb96c3c37de6e14c0_112)] [Fair [removed: Value](#ib3bd15d92c064c3aa9354888448117e0_112)] [added: Value](#i777fe47d6e404b9fb96c3c37de6e14c0_112)] | | | | | | | | | [removed: [78](#ib3bd15d92c064c3aa9354888448117e0_112)] [added: [73](#i777fe47d6e404b9fb96c3c37de6e14c0_112)] | | |

| | | | [Note [removed: 10.](#ib3bd15d92c064c3aa9354888448117e0_115)] [added: 10.](#i777fe47d6e404b9fb96c3c37de6e14c0_115)] [Shareholders’ [removed: Equity](#ib3bd15d92c064c3aa9354888448117e0_115)] [added: Equity](#i777fe47d6e404b9fb96c3c37de6e14c0_115)] | | | | | | | | | [removed: [82](#ib3bd15d92c064c3aa9354888448117e0_115)] [added: [76](#i777fe47d6e404b9fb96c3c37de6e14c0_115)] | | |

| | | | [Note [removed: 11.](#ib3bd15d92c064c3aa9354888448117e0_118)] [added: 11.](#i777fe47d6e404b9fb96c3c37de6e14c0_118)] [Share-Based [removed: Compensation](#ib3bd15d92c064c3aa9354888448117e0_118)] [added: Compensation](#i777fe47d6e404b9fb96c3c37de6e14c0_118)] | | | | | | | | | [removed: [83](#ib3bd15d92c064c3aa9354888448117e0_118)] [added: [77](#i777fe47d6e404b9fb96c3c37de6e14c0_118)] | | |

| | | | [Note [removed: 12.](#ib3bd15d92c064c3aa9354888448117e0_121) [Guarantees](#ib3bd15d92c064c3aa9354888448117e0_121)] [added: 12.](#i777fe47d6e404b9fb96c3c37de6e14c0_121) [Guarantees](#i777fe47d6e404b9fb96c3c37de6e14c0_121)] | | | | | | | | | [removed: [88](#ib3bd15d92c064c3aa9354888448117e0_121)] [added: [82](#i777fe47d6e404b9fb96c3c37de6e14c0_121)] | | |

| | | | [Note [removed: 13.](#ib3bd15d92c064c3aa9354888448117e0_124)] [added: 13.](#i777fe47d6e404b9fb96c3c37de6e14c0_124)] [Earnings Per [removed: Share](#ib3bd15d92c064c3aa9354888448117e0_124)] [added: Share](#i777fe47d6e404b9fb96c3c37de6e14c0_124)] | | | | | | | | | [removed: [89](#ib3bd15d92c064c3aa9354888448117e0_124)] [added: [83](#i777fe47d6e404b9fb96c3c37de6e14c0_124)] | | |

| | | | [Note [removed: 14.](#ib3bd15d92c064c3aa9354888448117e0_127)] [added: 14.](#i777fe47d6e404b9fb96c3c37de6e14c0_127)] [Legal, Environmental and Other [removed: Contingencies](#ib3bd15d92c064c3aa9354888448117e0_127)] [added: Contingencies](#i777fe47d6e404b9fb96c3c37de6e14c0_127)] | | | | | | | | | [removed: [89](#ib3bd15d92c064c3aa9354888448117e0_127)] [added: [83](#i777fe47d6e404b9fb96c3c37de6e14c0_127)] | | |

| | | | [Note [removed: 15.](#ib3bd15d92c064c3aa9354888448117e0_130) [Commitments](#ib3bd15d92c064c3aa9354888448117e0_130)] [added: 15.](#i777fe47d6e404b9fb96c3c37de6e14c0_130) [Commitments](#i777fe47d6e404b9fb96c3c37de6e14c0_130)] | | | | | | | | | [removed: [91](#ib3bd15d92c064c3aa9354888448117e0_130)] [added: [84](#i777fe47d6e404b9fb96c3c37de6e14c0_130)] | | |

| | | | [Note [removed: 16.](#ib3bd15d92c064c3aa9354888448117e0_133)] [added: 16.](#i777fe47d6e404b9fb96c3c37de6e14c0_133)] [Business Segment and Geographic [removed: Information](#ib3bd15d92c064c3aa9354888448117e0_133)] [added: Information](#i777fe47d6e404b9fb96c3c37de6e14c0_133)] | | | | | | | | | [removed: [91](#ib3bd15d92c064c3aa9354888448117e0_133)] [added: [85](#i777fe47d6e404b9fb96c3c37de6e14c0_133)] | | |

| | | | [Note [removed: 17.](#ib3bd15d92c064c3aa9354888448117e0_136) [Revenue](#ib3bd15d92c064c3aa9354888448117e0_136)] [added: 17.](#i777fe47d6e404b9fb96c3c37de6e14c0_136) [Revenue](#i777fe47d6e404b9fb96c3c37de6e14c0_136)] | | | | | | | | | [removed: [92](#ib3bd15d92c064c3aa9354888448117e0_136)] [added: [86](#i777fe47d6e404b9fb96c3c37de6e14c0_136)] | | |

| | | | [Note [removed: 18.](#ib3bd15d92c064c3aa9354888448117e0_139)] [added: 18.](#i777fe47d6e404b9fb96c3c37de6e14c0_139)] [Subsequent [removed: Events](#ib3bd15d92c064c3aa9354888448117e0_139)] [added: Events](#i777fe47d6e404b9fb96c3c37de6e14c0_139)] | | | | | | | | | [removed: [92](#ib3bd15d92c064c3aa9354888448117e0_139)] [added: [86](#i777fe47d6e404b9fb96c3c37de6e14c0_139)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib3bd15d92c064c3aa9354888448117e0_142)] [added: Firm](#i777fe47d6e404b9fb96c3c37de6e14c0_142) (PCAOB ID: 42)] | | | | | | | | | | | | [removed: [93](#ib3bd15d92c064c3aa9354888448117e0_142)] [added: [87](#i777fe47d6e404b9fb96c3c37de6e14c0_142)] | | |

| | | | July [added: 1, 2022 | | | | | | July] 2, 2021 | | | | | | July 3, 2020 | | |

| Cash and cash equivalents | | | [added: | | |] $ | [added: 615 | | | | | $ |] 1,209 | | | | | $ | 1,722 | | [added: | | | $ | 2,220 | |]

| Accounts receivable, net | | | [removed: 1,158] [added: 1,532] | | | | | | [removed: 1,115] [added: 1,158] | | |

| Inventories | | | [removed: 1,204] [added: 1,565] | | | | | | [removed: 1,142] [added: 1,204] | | |

| Other current assets | | | [removed: 208] [added: 321] | | | | | | [removed: 135] [added: 208] | | |

| Total current assets | | | [removed: 3,779] [added: 4,033] | | | | | | [removed: 4,114] [added: 3,779] | | |

| Property, equipment and leasehold improvements, net | | | [removed: 2,181] [added: 2,239] | | | | | | [removed: 2,129] [added: 2,181] | | |

| Other intangible assets, net | | | [removed: 29] [added: 9] | | | | | | [removed: 58] [added: 29] | | |

| Deferred income taxes | | | [removed: 1,117] [added: 1,132] | | | | | | [removed: 1,120] [added: 1,117] | | |

| Other assets, net | | | [removed: 332] [added: 294] | | | | | | [removed: 272] [added: 332] | | |

| Total Assets | | | $ | [removed: 8,675] [added: 8,944] | | | | | $ | [removed: 8,930] [added: 8,675] | |

| Accounts payable | | | $ | [removed: 1,725] [added: 2,058] | | | | | $ | [removed: 1,808] [added: 1,725] | |

| Accrued employee compensation | | | [removed: 282] [added: 252] | | | | | | [removed: 224] [added: 282] | | |

| Accrued warranty | | | [removed: 61] [added: 65] | | | | | | [removed: 69] [added: 61] | | |

| Current portion of long-term debt | | | [removed: 245] [added: 584] | | | | | | [removed: 19] [added: 245] | | |

| Net income | | | $ | 1,649 | | | | | $ | 1,314 | | | | | $ | 1,004 | |

| Balance at, July 1, 2022 | | | | | | 210 | | | | | | $ | — | | | | | $ | 7,190 | | | | | $ | 36 | | | | | $ | (7,117) | | | | | $ | 109 | |

Additionally, the

The Company records a provision or benefit for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.

Deferred income tax expense or benefit is recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that

includes the enactment date.

The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.

The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

In March 2020, the FASB issued ASU 2020-04 (ASC Topic 848), *Reference Rate Reform*.

In November 2021, the FASB issued ASU 2021-10 (ASC Topic 832), *Disclosures by Business Entities about Government Assistance*.

This ASU requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the type of transactions, (2) the accounting for those transactions and (3) the effect of those transactions on an entity’s financial statements.

The Company will adopt this new guidance beginning first quarter of fiscal year 2023 on a prospective basis and plans to disclose the aforementioned requirements in consolidated financial statements for the fiscal year ended June 30, 2023.

In June 2022, the FASB issued ASU 2022-03 (ASC Topic 820), *Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.* This ASU clarifies that a contractual restriction on the sale of equity security is not considered when measuring its fair value and requires new disclosures for equity securities subject to contractual sale restriction.

Early adoption is permitted.

The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05 (ASC Topic 842), *Lessors—Certain Leases with Variable Lease Payments*.

This ASU requires lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss.

The Company adopted the guidance in the quarter ended October 1, 2021 on a prospective basis.

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| | | | | | | July 1, 2022 | | | | | | | | | | | | | | | | | | July 2, 2021 | | | | | | | | | | | | | | |

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| (Dollars in millions) | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | |

| (Dollars in millions) | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | |

| | | | | | | | | | | | | 10,659 | | | | | | 10,378 | | |

| (Dollars in millions) | | | | | | July 1, 2022 | | | | | | July 2, 2021 | | |

| Amounts reclassified from AOCI | | | | | | (9) | | | | | | | | | 3 | | | | | | — | | | | | | (6) | | |

| Amounts reclassified from AOCI | | | | | | 21 | | | | | | | | | 2 | | | | | | — | | | | | | 23 | | |

| Balance at July 1, 2022 | | | | | | $ | 51 | | | | | | | | $ | (14) | | | | | $ | (1) | | | | | $ | 36 | |

| Proceeds from redemption of debt security | | | — | | | | | | — | | | | | | 1,283 | | |

| Balance at, June 29, 2018 | | | | | | 287 | | | | | | $ | — | | | | | $ | 6,377 | | | | | $ | (16) | | | | | $ | (4,696) | | | | | $ | 1,665 | |

| Cumulative effect of adoption of new revenue standard | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34 | | | | | | 34 | | |

*Leases.* Effective June 29, 2019, the Company adopted a new accounting policy for leases in accordance with Accounting Standard Codification (“ASC”) 842, Leases, using the modified retrospective approach.

Accordingly, the Company applied the new lease accounting standard prospectively to leases existing or commencing on or after June 29, 2019.

The Company elected to apply the practical expedients which allow for not reassessing whether existing contracts contain leases, the classification of existing leases and whether the existing initial direct costs meet the new definition.

*Payment-in-Kind (“PIK”) Income.* The Company had a debt investment in non-convertible preferred stock of Toshiba Memory Holdings Corporation (*“*TMHC*”*), now known as Kioxia, that was fully redeemed by TMHC in June 2019.

Transaction costs incurred by the Company to acquire this investment were capitalized and amortized as a reduction of interest income on the Consolidated Statements of Operations over the respective term of the investment.

The investment contained a PIK income provision, which represented contractual interest that was due upon redemption, and was accrued and recorded as Interest income each reporting period and added to the carrying value of the Investment in debt security.

The Company's judgment is subject to a greater degree of subjectivity with respect to newly introduced products because of limited experience with those products upon which to base our warranty estimates.

*Share-Based Compensation.* The Company has elected to apply the with-and-without method to assess the realization of related excess tax benefits.

The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes.

These estimates and judgments occur in the calculation of tax credits, recognition of income and deductions and calculation of specific tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for income tax and financial statement purposes, as well as tax liabilities associated with uncertain tax positions.

The calculation of tax liabilities involves uncertainties in the application of complex tax rules and the potential for future adjustment of the Company’s uncertain tax positions by various taxing authorities.

If estimates of these tax liabilities are greater or less than actual results, an additional tax provision or benefit will result.

The deferred tax assets the Company records each period depend primarily on the Company’s ability to generate future taxable income in the United States and certain non-U.S. jurisdictions.

Each period, the Company evaluates the need for a valuation allowance for its deferred tax assets and, if necessary, adjusts the valuation allowance so that net deferred tax assets are recorded only to the extent the Company concludes it is more likely than not that these deferred tax assets will be realized.

If the Company’s outlook for future taxable income changes significantly, the Company’s assessment of the need for, and the amount of, a valuation allowance may also change.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 (ASC Topic 326), *Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments*.

This ASU amends the requirement on the measurement and recognition of expected credit losses for financial assets held to include future conditions in its estimate of expected credit losses.

In August 2018, the FASB issued ASU 2018-15 (ASC Subtopic 350-40), *Intangibles—Goodwill and Other - Internal-Use Software—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract*.

This ASU aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software.

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The following table summarizes, by major type, the fair value and amortized cost of the Company’s investments as of July 3, 2020:

| Available-for-sale securities: | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | $ | 569 | | | | | $ | — | | | | | $ | 569 | |

| Total | | | | | | | | | | | | | | | | | | $ | 569 | |

As of July 3, 2020, the Company had no material available-for-sale debt securities that had been in a continuous unrealized loss position for a period greater than 12 months.

The Company determined no available-for-sale debt securities were other-than-temporarily impaired as of July 3, 2020.

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

As of June 28, 2019, the Company’s Other current assets included $31 million in restricted cash and cash equivalents in an escrow account for the sale of certain properties and cash equivalents held as collateral at banks for various performance obligations

______________________________________________

| | | | | | | | | | | | | 10,378 | | | | | | 10,212 | | |

(1) Effective June 29, 2019, the Company changed its estimate of the useful lives of its manufacturing equipment from a range of three to five years to a range of three to seven years.

Please refer to *Note 1.* *Basis of Presentation and Summary of Significant Accounting Policies* for more details.

| Amounts reclassified from AOCL to Consolidated Statements of Operations | | | | | | 3 | | | | | | | | | 1 | | | | | | — | | | | | | 4 | | |

| Amounts reclassified from AOCL to Consolidated Statements of Operations | | | | | | (9) | | | | | | | | | 3 | | | | | | — | | | | | | (6) | | |

| Existing technology | | | | | | $ | 199 | | | | | $ | (179) | | | | | $ | 20 | | | | | 1.5 Years | | |

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: 2, 2021.][added: 1, 2022.]

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: 2, 2021.][added: 1, 2022.]

The effectiveness of our internal control over financial reporting as of July [removed: 2, 2021] [added: 1, 2022] 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: 2, 2021.][added: 1, 2022.]

| [Consolidated Balance [removed: Sheets](#ib3bd15d92c064c3aa9354888448117e0_67)] [added: Sheets](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] | | | [removed: [53](#ib3bd15d92c064c3aa9354888448117e0_67)] [added: [50](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] | | |

| [Consolidated Statements of [removed: Operations](#ib3bd15d92c064c3aa9354888448117e0_70)] [added: Operations](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] | | | [removed: [54](#ib3bd15d92c064c3aa9354888448117e0_70)] [added: [51](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ib3bd15d92c064c3aa9354888448117e0_73)] [added: Income](#i777fe47d6e404b9fb96c3c37de6e14c0_73)] | | | [removed: [55](#ib3bd15d92c064c3aa9354888448117e0_73)] [added: [52](#i777fe47d6e404b9fb96c3c37de6e14c0_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib3bd15d92c064c3aa9354888448117e0_76)] [added: Flows](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] | | | [removed: [56](#ib3bd15d92c064c3aa9354888448117e0_76)] [added: [53](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#ib3bd15d92c064c3aa9354888448117e0_79)] [added: Equity](#i777fe47d6e404b9fb96c3c37de6e14c0_79)] | | | [removed: [57](#ib3bd15d92c064c3aa9354888448117e0_79)] [added: [54](#i777fe47d6e404b9fb96c3c37de6e14c0_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib3bd15d92c064c3aa9354888448117e0_82)] [added: Statements](#i777fe47d6e404b9fb96c3c37de6e14c0_82)] | | | [removed: [58](#ib3bd15d92c064c3aa9354888448117e0_82)] [added: [55](#i777fe47d6e404b9fb96c3c37de6e14c0_82)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ib3bd15d92c064c3aa9354888448117e0_142)] [added: Firm](#i777fe47d6e404b9fb96c3c37de6e14c0_142)] | | | [removed: [93](#ib3bd15d92c064c3aa9354888448117e0_142)] [added: [87](#i777fe47d6e404b9fb96c3c37de6e14c0_142)] | | |

| 2.1 | | | | | | [Scheme of Arrangement [removed: among](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521066460/d110911ddefm14a.htm#toc110911_99) [Seagate] [added: among Seagate] Technology plc and the Scheme Shareholders](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521066460/d110911ddefm14a.htm#toc110911_99) | | | | | | DEF M14A | | | | | | 001-31560 | | | | | | Annex A | | | | | | 3/3/2021 | | | | | | | | |

| 3.1 | | | | | | [Certificate of Incorporation of Seagate Technology Holdings plc](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex31x20210702.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-31560] | | | | | | [added: 3.1] | | | | | | [added: 8/6/2021] | | | | | | [removed: X] | | |

| 3.2 | | | | | | [Constitution of Seagate Technology Holdings public limited company as of May 18, 2021 (as amended by special resolution dated May 14, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex31.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1137789/000119312521302851/d861207dex41.htm)] | | | | | | [removed: 8-K12B] [added: S-8] | | | | | | 001-31560 | | | | | | [removed: 3.1] [added: 4.1] | | | | | | [removed: 5/19/2021] [added: 10/20/2021] | | | | | | | | |

| 4.1 | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex41x20210702.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-31560] | | | | | | [added: 4.1] | | | | | | [added: 8/6/2021] | | | | | | [removed: X] | | |

| 4.2 | | | | | | [Specimen Ordinary Share Certificate](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex42x20210702.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-31560] | | | | | | [added: 4.2] | | | | | | [added: 8/6/2021] | | | | | | [removed: X] | | |

| 4.3 | | | | | | [Indenture for the 2023 Notes dated as of May 22, 2013, among Seagate HDD Cayman, as Issuer, Seagate [removed: 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,] [added: Technology 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 | | | | | | | | |

| 4.5 | | | | | | [Registration Rights Agreement dated as of May 22, 2013, among Seagate HDD Cayman, Seagate [removed: 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] [added: Technology 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 | | | | | | | | |

| 4.6 | | | | | | [Indenture for the 2025 Notes dated as of May 28, 2014, among Seagate HDD Cayman, as Issuer, Seagate [removed: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm) [plc,] [added: Technology 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 | | | | | | | | |

| 4.8 | | | | | | [Registration Rights Agreement dated as of May 28, 2014, among Seagate HDD Cayman, Seagate [removed: 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] [added: Technology 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 | | | | | | | | |

| 4.9 | | | | | | [Indenture for the 2034 Notes dated as of December 2, 2014, among Seagate HDD Cayman, as issuer, Seagate [removed: 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,] [added: Technology 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 | | | | | | | | |

| 4.11 | | | | | | [Registration Rights Agreement dated as of December 2, 2014, among Seagate HDD Cayman, Seagate [removed: 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] [added: Technology 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 | | | | | | | | |

| 4.12 | | | | | | [Indenture for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate [removed: 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,] [added: Technology 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 | | | | | | | | |

| 4.15 | | | | | | [Indenture for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate [removed: 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,] [added: Technology 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 | | | | | | | | |

| 4.17 | | | | | | [Registration Rights Agreement for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate [removed: 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] [added: Technology 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 | | | | | | | | |

| 4.18 | | | | | | [Indenture for the 2027 Notes dated as of May 14, 2015, among Seagate HDD Cayman, as Issuer, Seagate [removed: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm) [plc,] [added: Technology 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 | | | | | | | | |

| 4.20 | | | | | | [Registration Rights Agreement dated as of May 14, 2015 among Seagate HDD Cayman, Seagate [removed: 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] [added: Technology 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 | | | | | | | | |

| 10.13+ | | | | | | [Summary description of Seagate Technology plc’s Compensation Policy for Non-Management Members of the Board of Directors with an Effective date of October 22, 2020](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex1013x20210702.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-31560] | | | | | | [added: 10.13] | | | | | | [added: 8/6/2021] | | | | | | [removed: X] | | |

| 10.15 | | | | | | [Deed Poll of Assumption by Seagate [removed: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000110465910011870/a10-4963_1ex10d23.htm) [plc,] [added: Technology plc,] dated July 2, 2010](https://www.sec.gov/Archives/edgar/data/1137789/000110465910011870/a10-4963_1ex10d23.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 7/6/2010 | | | | | | | | |

| 10.16 | | | | | | [September 26, 2017 Equity Commitment Letter entered into by Seagate [removed: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000119312517323042/d432283dex103.htm) [plc] [added: Technology plc] and a consortium of investors led by Bain Capital Private Equity for the acquisition of Toshiba Memory Corporation](https://www.sec.gov/Archives/edgar/data/1137789/000119312517323042/d432283dex103.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 10/27/2017 | | | | | | | | |

| 10.17+ | | | | | | [Offer Letter, dated December 3, 2018 by and between Seagate [removed: US LLC] [added: U](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex103.htm)[.](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex103.htm)[S](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex103.htm)[.](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex103.htm) [LLC] and Gianluca Romano](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex103.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.18] [added: 10.19] | | | | | | [Credit [removed: Agreement,](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [dated](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [as] [added: Agreement, dated as] of February 20, [removed: 2019,](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [by and](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [among](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [Seagate](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [Technology] [added: 2019, by and among Seagate Technology] public limited company, Seagate HDD Cayman, as the Borrower, the Lenders party thereto, The Bank of Nova Scotia, as Administrative Agent, Bank of America, N.A., BNP Paribas Securities [removed: Corp.](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [and](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [Morgan] [added: Corp. and Morgan] Stanley Senior Funding, Inc., as](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm)[Syndication] [added: [Syndication] Agents, and MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 4/30/2019 | | | | | | | | |

| [removed: 10.19] [added: 10.20] | | | | | | [U.S. Guarantee Agreement, dated as of February 20, 2019, among Seagate [removed: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex102.htm) [public] [added: Technology public] limited company and the subsidiaries party thereto, as Guarantors, and The Bank of Nova Scotia, as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex102.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 4/30/2019 | | | | | | | | |

| [removed: 10.19(a)] [added: 10.20(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 | | | | | | | | |

| [removed: 10.20] [added: 10.21] | | | | | | [Indemnity, Subrogation and Contribution Agreement, dated as of February 20, 2019, among Seagate [removed: Technology](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex103.htm) [public] [added: Technology public] limited company, Seagate HDD Cayman, as the Borrower, the subsidiaries party thereto, as Guarantors, party thereto, and The Bank of Nova Scotia, as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex103.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 4/30/2019 | | | | | | | | |

| [removed: 10.21] [added: 10.22] | | | | | | [First Amendment, dated as of May 28, 2019, to the Credit Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/1137789/000162828019013092/stx-ex10120191004.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 11/1/2019 | | | | | | | | |

| [removed: 10.21(a)] [added: 10.22(a)] | | | | | | [Second Amendment and Joinder Agreement, dated as of September 16, 2019, to the Credit Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/1137789/000162828019013092/stxex10220191004.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 11/1/2019 | | | | | | | | |

| [removed: 10.21(b)] [added: 10.22(b)] | | | | | | [Third Amendment, dated as of January 13, 2021, to the Credit Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex104_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 1/28/2021 | | | | | | | | |

| [removed: 10.21(c)] [added: 10.22(c)] | | | | | | [Fourth Amendment, dated as of May 18, 2021, to the Credit Agreement as of February 19, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521165970/d247184dex101.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 5/19/2021 | | | | | | | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Joinder and Assumption Agreement, dated as of May 18, 2021, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman, the guarantors party thereto, and The Bank of Nova Scotia, as administrative agent for the lenders](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex102.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 5/19/2021 | | | | | | | | |

| [removed: 10.23+] [added: 10.24+] | | | | | | [Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan amended and restated as of October 29, 2019](https://www.sec.gov/Archives/edgar/data/1137789/000119312519283563/d801686dex101.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 11/4/2019 | | | | | | | | |

| [removed: 10.24+] [added: 10.25+] | | | | | | [Revised Form of Executive Performance Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020)](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex103520200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.35 | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.25+] [added: 10.26+] | | | | | | [Revised Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020)](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex103620200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.36 | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.26+] [added: 10.27+] | | | | | | [Revised Form of Employee Stock Option Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020)](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex103720200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.37 | | | | | | 8/7/2020 | | | | | | | | |

| 10.18+ | | | | | | [Retention Letter, dated February 3, 2022 by and between Seagate and Gianluca Romano](https://www.sec.gov/Archives/edgar/data/0001137789/000113778922000031/stx-ex101_20220401.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 4/28/2022 | | | | | | | | |

| 10.22(d) | | | | | | [Fifth Amendment, dated as of October 14, 2021 to the Credit Agreement as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000128/stx-ex106_20211001nextgen.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.6 | | | | | | 10/28/2021 | | | | | | | | |

| 10.39+ | | | | | | [Seagate Technology Holdings plc Executive Bonus Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778922000031/stx-ex102_20220401.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 4/28/2022 | | | | | | | | |

| 10.40+ | | | | | | [Eighth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000031/stx-ex103_20220401.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 4/28/2022 | | | | | | | | |

| 10.41+ | | | | | | [Seagate Technology Holdings plc 2022 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312521302851/d861207dex101.htm) | | | | | | S-8 | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 10/20/2021 | | | | | | | | |

| 10.42+ | | | | | | [Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement (Outside Directors)](https://www.sec.gov/Archives/edgar/data/1137789/000119312521302851/d861207dex102.htm) | | | | | | S-8 | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 10/20/2021 | | | | | | | | |

| 10.43+ | | | | | | [Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Option Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000119312521302851/d861207dex105.htm) | | | | | | S-8 | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 10/20/2021 | | | | | | | | |

| 10.44+ | | | | | | [Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Executive Performance Share Unit Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000119312521302851/d861207dex104.htm) | | | | | | S-8 | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/20/2021 | | | | | | | | |

| 10.45+ | | | | | | [Amended Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000055/stx_ex1045x20220701.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

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

| /s/ YOLANDA L. CONYERS | | | Director | | | August 5, 2022 | | |

| (Yolanda L. Conyers) | | | | | | | | |

| /s/ STEPHEN J. LUCZO | | | Director | | | August 6, 2021 | | |

| (Stephen J. Luczo) | | | | | | | | |