Seagate Technology Holdings (STX) 10-K risk factor changes: FY2023 vs FY2022

- We [removed: may be] [added: have been] adversely affected by [removed: the loss of, or] reduced, [removed: delayed] [added: delayed, loss of] or canceled purchases by, one or more of our key [removed: customers.][added: customers, including large hyperscale data center companies and CSPs.]

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

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

- Our worldwide sales [added: and manufacturing] operations subject us to risks that may adversely affect our business related to disruptions in international markets, currency exchange [removed: fluctuations, increased costs,] [added: fluctuations] and [removed: global health outbreaks.][added: increased costs.]

- The [removed: ongoing] [added: effects of the] COVID-19 pandemic [removed: has] [added: have negatively] impacted [added: and may, in the future, adversely impact] our business, operating results and financial condition, as well as the operations and financial performance of many of the customers and suppliers in industries that we serve.

- If we do not control our costs, we will not be able to compete [removed: effectively.][added: effectively and our financial condition may be adversely impacted.]

- Shortages or delays in the receipt of, or cost increases in, critical components, equipment or raw materials necessary to manufacture our products, [added: as well as reliance on single-source suppliers,] may [removed: cause us to suffer lower operating margins,] [added: affect our] production [removed: delays] and [removed: other material adverse effects.][added: development of products and may harm our operating results.]

[removed: - Shortages] [added: Shortages] or delays in [added: the receipt of, or cost increases in,] critical components, [added: equipment or raw materials necessary to manufacture our products,] as well as reliance on single-source suppliers, [removed: can] [added: may] affect our production and development of products and may harm our operating [removed: results.][added: results.]

[removed: -] If [added: our actual] revenues [removed: fall] [added: in the future are lower than our projections] or [added: if] customer demand decreases [removed: significantly,] [added: significantly below our projections,] we may not meet [removed: all of] our purchase commitments [removed: to certain] [added: with] suppliers.

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

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

- Changes in the macroeconomic environment [added: have impacted and] may in the future negatively impact our results of operations.

- The effect of geopolitical uncertainties, war, terrorism, natural disasters, public health issues and other circumstances, on national [removed: and/ or] [added: 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 unauthorized access to, or the loss, corruption, unavailability or dissemination of proprietary or confidential information of our customers or about us or [removed: our customers or] other third parties.

- We must successfully [added: implement our new global enterprise resource planning system and] maintain and upgrade our [removed: IT] [added: information technology] systems, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

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

In addition, the concentration of customers in our largest end markets magnifies the potential [added: adverse] effect of missing a product qualification opportunity.

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 [added: SSDs that offer] increased competition with our lower capacity, smaller form factor [removed: disk drives] [added: HDDs] and a declining trend in demand for HDDs in our legacy markets.

We [removed: may be] [added: have been] adversely affected by [removed: the loss of, or] reduced, [removed: delayed] [added: delayed, loss of] or canceled purchases by, one or more of our key [removed: customers.][added: customers, including large hyperscale data center companies and CSPs.]

While we have long-standing relationships with many of our customers, if any key customers [removed: were] [added: have] to significantly reduce, defer or cancel their purchases from us or delay product acceptances, or we were prohibited from selling to those key [removed: customers,] [added: customers such as due to export regulations,] our results of operations would be adversely affected.

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

In addition, deterioration in business and economic conditions [removed: could exacerbate] [added: has exacerbated] price erosion and volatility as distributors or retailers lower prices to compensate for lower demand and higher inventory levels.

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

If actual demand for our products is lower than the forecast, we may also experience [added: excess and obsolescence of inventory,] higher inventory carrying costs, [added: factory underutilization charges and] manufacturing rework [removed: costs] [added: costs, which have resulted in] and [removed: product obsolescence.][added: could result in adverse material effects on our financial condition and results of operations.]

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

Our products are [removed: components] [added: incorporated] in computers, data storage systems [added: deployed in data centers] and consumer electronic devices.

Our investment decisions in adding new [removed: assembly and test] [added: manufacturing] capacity require significant planning and lead-time, and a failure to accurately forecast demand for our products could cause us to over-invest or under-invest, which would lead to excess capacity, [removed: under-utilization] [added: underutilization] charges, [removed: impairments] or [removed: loss of sales and revenue opportunities.][added: impairments.]

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

Many of our products are [removed: also] tailored to meet the specific requirements of individual [removed: customers,] [added: customers] and are often integrated by our customers into the systems and products that they sell.

Additionally, our nearline storage solutions [removed: is] [added: are] 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.

Given the length of development and qualification programs and unpredictability of the sales cycle, we may be unable to accurately forecast product demand, which may result in [removed: lost sales or] excess inventory and associated inventory reserves or write-downs, [removed: each of] which could harm our business, financial condition and results of operations.

Failure to anticipate consumer demand for our branded solutions [removed: as well as an inability to maintain effective working relationships with retail and online distributors] may also adversely impact our future results of operations.

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

- our cloud systems revenues generally have a longer sales cycle, and growth is likely to depend on relatively large [added: orders from a concentrated] customer [removed: orders,] [added: base,] which may increase the variability of our results of operations and the difficulty of matching revenues with expenses.

Our worldwide sales [added: and manufacturing] operations subject us to risks that may adversely affect our business related to disruptions in international markets, currency exchange [removed: fluctuations, increased costs,] [added: fluctuations] and [removed: global health outbreaks.][added: increased costs.]

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

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

The [removed: ongoing] [added: effects of the] COVID-19 pandemic [removed: has] [added: have negatively] impacted [added: and may, in the future, adversely impact] our business, operating results and financial [removed: condition,] [added: condition,] as well as the operations and financial performance of many of the customers and suppliers in industries that we [removed: serve.][added: serve.]

- disruptions to or restrictions on our ability to ensure the continuous manufacture and supply of our products and [removed: services,] [added: services as a result of labor shortages and workforce disruptions,] including insufficiency of our existing inventory levels and temporary or permanent closures or reductions in operational capacity of our facilities or the facilities of our direct or indirect suppliers or customers, and any supply chain disruptions;

- adverse effects on economies and financial markets globally or in various markets throughout the world, [removed: potentially leading to a prolonged economic downturn or] [added: which has led to, and could in the future, lead to,] reductions in business and consumer spending, which [added: have resulted or] may result in decreased net revenue, gross margins, or earnings and/or in increased expenses and difficulty in managing inventory levels;

- We have cancelled purchased commitments with suppliers and incurred cost associated with such cancellations, and if revenues fall or customer demand decreases significantly, we may not meet our purchase commitments to certain suppliers in the future, which could result in penalties, increased manufacturing costs or excess inventory.

Additionally, our customers’ demand for our products may fluctuate due to factors beyond our control.

If any of our key customers unexpectedly reduce, delay or cancel orders, our revenues and results of operations may be materially adversely affected.

Our results of operation are highly dependent on strong cloud and enterprise and/or consumer spending and the resulting demand for our products.

Reduced demand, particularly from our key cloud and enterprise customers as a result of a significant change in macroeconomic conditions or other factors may result in a significant reduction or cancellation of their purchases from us which can and have materially adversely impacted our business and financial condition.

For example, due to customer inventory adjustments, we have experienced a slowdown in demand for our products, particularly in the mass capacity markets.

These reductions in demand have required us to significantly reduce manufacturing production plans and recognize factory underutilization charges.

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

Our sales cycle for nearline storage solutions could exceed one year and could be unpredictable, depending on the time required for developing, testing and evaluating our products before deployment; the size of deployment; and the complexity of system configuration necessary for development.

In particular, during periods where there are rapidly changing macroeconomic conditions, historical seasonality trends may not be a good indicator to predict our future performance and results of operations.

There are many factors outside of our control, such as new strains of COVID-19 virus, the response and measures taken by government authorities around the world, and the response of the financial and consumer markets to the pandemic and related governmental measures.

In fiscal year 2023, we cancelled purchase commitments with certain suppliers due to a change in forecasted demand and incurred fees associated with such cancellation.

Our key customers’ satisfaction with the volume, quality and timeliness of our products is a material element of our market reputation, and any damage to our key customer relationships could materially adversely affect our reputation.

These changes could happen rapidly and we may not be able to react quickly to prevent or limit our losses or exposures.

In addition, our ability to service our debt obligations and comply with debt covenants depends on our financial performance.

If we fail to meet our debt service obligations or fail to comply with debt covenants, or are unable to modify, obtain a waiver, or cure a debt covenant on terms acceptable to us or at all, we could be in default of our debt agreements and instruments.

Such a default could result in an acceleration of other debt and may require us to change capital allocation or engage in distressed debt transactions on terms unfavorable to us, which could have a material negative impact on our financial performance, stock market price and operations.

The member states of the European Union agreed to implement the OECD’s Pillar Two framework, which imposes a global corporate minimum tax rate of 15%.

Other countries may also adopt the Pillar Two framework.

These changes may materially increase the level of income tax on our U.S. and non-U.S. jurisdictions.

Laws and regulations relating to these matters evolve frequently and their scope may change through new legislation, amendments to existing legislation and changes in interpretation or enforcement and may impose conflicting and inconsistent obligations.

Any such changes, and any changes to our products or services or manner in which our customers utilize them may result in new or enhanced costly compliance requirements and governmental or regulatory scrutiny, may limit our ability to operate in certain jurisdictions or to engage in certain data processing activities, and may require us to modify our practices and policies, potentially in a material manner, which we will be unable to do in a timely or commercially reasonable manner or at all.

As the laws and regulations to which we are subject to continue to change and vary greatly from jurisdiction to jurisdiction, compliance with such laws and regulations may be onerous, may create uncertainty as to how they will be applied and interpreted, and may continue to increase our cost of doing business globally.

Litigation and government investigations or other proceedings are subject to inherent risks and uncertainties that may cause an outcome to differ materially from our expectations and may result in us being required to pay substantial damages, fines or penalties and cease certain practices or activities, and may harm our reputation and market position, all of which could materially harm our business, results of operations and financial conditions.

proceedings and regulatory or other actions that could materially adversely affect our results of operations.

On April 18, 2023, we entered into a Settlement Agreement with BIS (the “Settlement Agreement”) that resolves BIS’ allegations regarding our sales of hard disk drives to Huawei.

We have also agreed to complete three audits of our compliance with the license requirements of Section 734.9 of the EAR.

The Settlement Agreement also includes a denial order that is suspended and will be waived five years after the date of the order issued under the Settlement Agreement, provided that we have made full and timely payments under the Settlement Agreement and timely completed the audit requirements.

Despite our best efforts to comply with the terms of the Settlement Agreement, failure to do so could result in significant penalties, including the loss of the suspension of the denial order which would prohibit us from exporting our products subject to the EAR outside of the United States, and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

In our Settlement Agreement with BIS, we agreed to pay a penalty of $300 million to resolve BIS’ allegations.

cause us significant expense and reputational harm.

In addition, the measures we take may not be sufficient for all eventualities.

There have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our suppliers’ or other vendors’ systems, networks, or other components or infrastructure have not been compromised or do not contain exploitable defects, bugs or vulnerabilities.

We and our vendors may be unable to anticipate or prevent these attacks and other threats, react in a timely manner, or implement adequate preventive measures, and we and they may face delays in detection or remediation of, or other responses to, security breaches and other security-related incidents.

Our remediation and other aspects of our efforts to address any attack, compromise, breach or incident may not be successful and could result in interruptions, delays or cessation of service.

Any actual or perceived breach incident could result in litigation or governmental investigations, fines, penalties, indemnity obligations and other potential liability and costs for us, materially damage our brand, cause us to lose existing or potential customers, impede critical functions or otherwise materially harm our business, results of operations and financial condition.

Additionally, defending against claims, litigation or regulatory inquiries or proceedings relating to any security breach or other security incident, regardless of merit, could be costly and divert attention of key personnel.

- reduction in demand from our key customers due to macroeconomic conditions that reduce cloud, enterprise or consumer spending;

Our previously announced share repurchase program was paused in the December 2022 quarter, remained paused through the end of fiscal year 2023 and there are no assurances as to if and when the program will resume.

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

Conversely, if one of our key customers unexpectedly increases its orders, we may be unable to produce the additional product volumes in a timely manner or take advantage of any overall increased market demand.

This could damage our customer relationships and reputation, which may adversely affect our results of operations.

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.

Conversely, if we underestimate demand, we may have insufficient inventory to satisfy demand and may have to forego sales.

Factors that affect the length of our sales cycle include:

- the time required for developing, testing and evaluating our products before they are deployed;

- the size of the deployment; and

- the complexity of system configuration necessary to deploy our products.

As a result, our sales cycle for nearline storage solutions could exceed one year and frequently unpredictable.

The occurrence of a pandemic disease, such as the recent COVID-19 pandemic, has impacted and may adversely impact our operations (including, without limitation, logistical and other operational costs) and the operations of some of our customers.

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

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

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

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

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

The COVID-19 pandemic has increased economic and demand uncertainty.

It continues to affect our business in both positive and negative ways, and there is uncertainty around its duration and impact.

The ultimate extent of the impact of the COVID-19 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 virus and the distribution and efficacy of the vaccine, which are highly uncertain and cannot be predicted at this time.

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

Shortages or delays in the receipt of, or cost increases in, critical components, equipment or raw materials necessary to manufacture our products, may cause us to suffer lower operating margins, production delays and other material adverse effects.

We have experienced and continue to experience disruptions in our supply chain due to the impact of the COVID-19 pandemic, which has also impacted and may adversely impact our operations (including, without limitation, logistical and other operational costs) and the operations of some of our key direct and indirect suppliers.

If our direct and indirect vendors for these components are unable to meet our cost, quality, supply and transportation requirements, continue to remain financially viable or fulfill their contractual commitments and obligations, we could experience disruption in our supply chain, including shortages in supply or increases in production costs, which would materially adversely affect our results of operations.

The current worldwide shortage of semiconductors exacerbates these risks.

We purchase components that contain rare earth elements from a number of countries, including China.

We cannot predict whether any nation will impose regulations or trade barriers including tariffs, duties, quotas or embargoes upon the rare earth elements incorporated into our products that would restrict the worldwide supply of such metals or increase their cost.

If any major supplier were to restrict the supply available to us or increase the cost of the rare earth elements used in our products, we could experience a shortage in supply or an increase in production costs, which would adversely affect our results of operations.

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

We are dependent on a limited number of qualified suppliers who provide critical materials or components.

If there is a shortage of, or delay in supplying us with, critical components, equipment or raw materials, then:

- it is likely that our suppliers would raise their prices and, if we could not pass these price increases to our customers, our operating margin would decline;

- we may be late in shipping products, causing potential customers to make purchases from our competitors, thus causing our revenue and operating margin to decline.

The industry is currently experiencing a global shortage of semiconductors and other electronic components.

If our actual revenues in the future are lower than our projections or if customer demand decreases significantly below our projections, we may not meet all of our purchase commitments with these suppliers.

If we cannot fund our liquidity requirements, we may have to reduce or delay capital expenditures, product development efforts, investments and other general corporate expenditures.

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

Our debt and debt service requirements could adversely affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities and reduce our options for capital allocation.

- our level of debt may restrict us from raising, or make it more costly to raise, additional financing on satisfactory terms to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances and other general corporate requirements; and

Additionally, global footprint consolidation and reduction in excess capacity may result in us being unable to respond to increases in forecasted volume of customer demand and loss of revenue opportunity if our competitors have underutilized factories.

For example, many of our component suppliers are geographically concentrated in Thailand, which suffered severe flooding in October 2011 resulting in a material impact on the production and availability of many components, which caused significant increases in the cost of components.

*The following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal years ended [removed: July 1, 2022] [added: June 30, 2023] and July [removed: 2, 2021.][added: 1, 2022.]

Discussions of year-to-year comparisons between fiscal years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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 [removed: 2, 2021,] [added: 1, 2022,] which was filed with the SEC on August [removed: 6, 2021.*][added: 5, 2022.*]

Accordingly, fiscal year [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] both comprised of 52 weeks and ended on [removed: July 1, 2022] [added: June 30, 2023] and July [removed: 2, 2021,] [added: 1, 2022,] respectively.

- *Results of Operations.* Analysis of our financial results comparing fiscal years [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

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

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

[removed: -] For an overview of our business, see “Part [removed: I -] [added: I,] Item 1.

During fiscal year [removed: 2022,] [added: 2023,] we shipped [removed: 631] [added: 441] exabytes of HDD storage capacity.

We repurchased approximately [removed: 20] [added: 5] million of our ordinary shares for [removed: $1.8 billion] [added: $408 million] and paid [removed: $610] [added: $582] million in dividends.

We expect these [removed: factors] [added: market conditions] 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 [removed: the pandemic, inflation and] [added: inflation,] other macroeconomic factors [added: and the pandemic] 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.

Although we are unable to predict the future impact [removed: of the pandemic] on our business, results of operations, liquidity or capital resources at this time, we expect we will continue to be negatively affected if the [added: inflation, other macroeconomic factors and the] pandemic and related public and private health measures result in substantial manufacturing or supply chain challenges, substantial reductions 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 products or our customer’s products, or other unexpected [removed: ramifications from the pandemic.][added: ramifications.]

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

| (Dollars in millions) | | | | | | [removed: July 1, 2022] [added: June 30, 2023] | | | | | | July [removed: 2, 2021] [added: 1, 2022] | | |

| Revenue | | | | | | $ | [removed: 11,661] [added: 7,384] | | | | | $ | [removed: 10,681] [added: 11,661] | |

| Cost of revenue | | | | | | [removed: 8,192] [added: 6,033] | | | | | | [removed: 7,764] [added: 8,192] | | |

| Gross profit | | | | | | [removed: 3,469] [added: 1,351] | | | | | | [removed: 2,917] [added: 3,469] | | |

| Product development | | | | | | [removed: 941] [added: 797] | | | | | | [removed: 903] [added: 941] | | |

| Marketing and administrative | | | | | | [removed: 559] [added: 491] | | | | | | [removed: 502] [added: 559] | | |

| Amortization of intangibles | | | | | | [removed: 11] [added: 3] | | | | | | [removed: 12] [added: 11] | | |

| Restructuring and other, net | | | | | | [removed: 3] [added: 1] | | | | | | [removed: 8] [added: —] | | |

| [removed: Income] [added: (Loss) income] from operations | | | | | | [removed: 1,955] [added: (342)] | | | | | | [removed: 1,492] [added: 1,955] | | |

| Other expense, net | | | | | | [removed: (276)] [added: (154)] | | | | | | [removed: (144)] [added: (276)] | | |

| [removed: Income] [added: (Loss) income] before income taxes | | | | | | [removed: 1,679] [added: (496)] | | | | | | [removed: 1,348] [added: 1,679] | | |

| Provision for income taxes | | | | | | [removed: 30] [added: 33] | | | | | | [removed: 34] [added: 30] | | |

| Net [added: (loss)] income | | | | | | $ | [removed: 1,649] [added: (529)] | | | | | $ | [removed: 1,314] [added: 1,649] | |

| | | | | | | [removed: July 1, 2022] [added: June 30, 2023] | | | | | | July [removed: 2, 2021] [added: 1, 2022] | | |

| Cost of revenue | | | | | | [removed: 70] [added: 82] | | | | | | [removed: 73] [added: 70] | | |

| Gross margin | | | | | | [removed: 30] [added: 18] | | | | | | [removed: 27] [added: 30] | | |

| Product development | | | | | | [removed: 8] [added: 11] | | | | | | 8 | | |

| Marketing and administrative | | | | | | [removed: 5] [added: 7] | | | | | | 5 | | |

| Restructuring and other, net | | | | | | [removed: —] [added: 102] | | | | | | [removed: —] [added: 3] | | |

| Operating margin | | | | | | [removed: 17] [added: (5)] | | | | | | [removed: 14] [added: 17] | | |

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

| [removed: Income] [added: (Loss) income] before income taxes | | | | | | [removed: 14] [added: (7)] | | | | | | [removed: 12] [added: 14] | | |

| Net [added: (loss)] income | | | | | | [removed: 14] [added: (7)] | | % | | | | [removed: 12] [added: 14] | | % |

| OEMs | | | | | | [removed: 75] [added: 74] | | % | | | | [removed: 69] [added: 75] | | % |

| Distributors | | | | | | [removed: 14] [added: 15] | | % | | | | [removed: 18] [added: 14] | | % |

| Retailers | | | | | | 11 | | % | | | | [removed: 13] [added: 11] | | % |

| Asia Pacific | | | | | | [removed: 46] [added: 45] | | % | | | | [removed: 49] [added: 46] | | % |

*•Overview of Fiscal Year 2023.* Highlights of events in fiscal year 2023 that impacted our financial position.

Business.”

Overview of Fiscal Year 2023

We generated revenue of approximately $7.4 billion with a gross margin of 18%.

Our operating cash flow was $942 million.

We reduced our outstanding debt by $195 million through exchange and repurchase of certain senior notes and Term Loans facility with longer duration senior notes and recorded a net gain of $190 million as a result of debt extinguishment.

Additionally, we entered into a settlement agreement related to BIS’ allegations regarding violations of the U.S. EAR and recorded a settlement penalty of $300 million.

*Recent Developments, Economic Conditions and Challenges*

During fiscal year 2023, the data storage industry and our business continued to be impacted by macroeconomic uncertainties and customer inventory adjustments, which led to a significant slowdown in demand for our products, particularly in the mass capacity markets.

In response to changes in market demand, we undertook actions to lower our cost structure and reduced manufacturing production plans, which resulted in factory underutilization charges.

Under these conditions, we are continuing to actively manage costs, drive operational efficiencies and maintain supply discipline.

In light of the deterioration of economic conditions, we undertook the October 2022, April 2023 and other restructuring plans to reduce our cost in response to change in macroeconomic and business conditions during fiscal year 2023.

These restructuring plans were substantially completed by the end of fiscal year 2023 with total charges of approximately $269 million, mainly consisting of employee severance cost and other one-time termination benefits.

Refer to “ Item 8.

Restructuring and Exit Costs*” for more details.

Risk Factors” of our Annual Report.

*Regulatory settlement*

On April 18, 2023, our subsidiaries Seagate Technology LLC and Seagate Singapore International Headquarters Pte.

Ltd entered into the Settlement Agreement with the BIS that resolves BIS’ allegations regarding our sales of hard disk drives to Huawei between August 17, 2020 and September 29, 2021.

Under the terms of the Settlement Agreement, we agreed to pay $300 million to the BIS in quarterly installments of $15 million over the course of five years beginning October 31, 2023.

We have also agreed to complete three audits of its compliance with the license requirements of Section 734.9 of the EAR, including one audit by an unaffiliated third-party consultant chosen by us with expertise in U.S. export control laws and two internal audits.

The Settlement Agreement also includes a denial order that is currently suspended and will be waived five years after the date of the order issued under the Settlement Agreement, provided that we have made full and timely payments under the Settlement Agreement and timely completed the audit requirements.

While we are in compliance with and upon successful compliance in full with the terms of the Settlement Agreement, BIS has agreed it will not initiate any further administrative proceedings against us in connection with any violation of the EAR arising out of the transactions detailed in the Settlement Agreement.

While we believed that we complied with all relevant export control laws at the time we made the hard disk drive sales at issue, we determined that engaging with BIS and settling this matter was in the best interest of Seagate, our customers and our shareholders.

In determining to engage with BIS and resolve this matter through a settlement agreement, we considered a number of factors, including the risks and cost of protracted litigation involving the U.S. government, as well as the size of the potential penalty and our desire to focus on current business challenges and long-term business strategy.

The Settlement Agreement includes a finding that we incorrectly interpreted the regulation at issue to require evaluation of only the last stage of our hard disk drive manufacturing process rather than the entire process.

As part of this settlement, we have agreed not to contest BIS’ determination that the sales in question did not comply with the U.S. EAR.

Financial Statements and Supplementary Data—*Note 14.

Legal, Environmental and Other Contingencies*” for more details.

| BIS settlement penalty | | | | | | 300 | | | | | | — | | |

| BIS settlement penalty | | | | | | 4 | | | | | | — | | |

| | | | | | | June 30, 2023 | | | | | | July 1, 2022 | | |

| Revenue | | | | | | $ | 7,384 | | | | | $ | 11,661 | | | | | $ | (4,277) | | | | | (37) | | % |

Revenue in fiscal year 2023 decreased approximately 37%, or $4.3 billion, from fiscal year 2022, primarily due to a decrease in exabytes shipped and to a lesser extend price erosion, as a result of lower demand in mass capacity and legacy markets that were impacted by macroeconomic conditions and pandemic-related headwinds.

We expect the current market conditions will continue to persist at least through the first half of fiscal year 2024.

For fiscal year 2023, gross margin decreased compared to the prior fiscal year primarily driven by factory underutilization charges of $250 million associated with lower production levels and pandemic-related lockdown in one of our factories, order cancellation fees of $108 million, lower demand in mass capacity and legacy markets with less favorable product mix, price erosion, and accelerated depreciation expense for certain capital equipment.

| (Dollars in millions) | | | | | | June 30, 2023 | | | | | | July 1, 2022 | | | | | | Change | | | | | | % Change | | |

| BIS settlement penalty | | | | | | 300 | | | | | | — | | | | | | 300 | | | | | | * | | |

______________________________

*Not a meaningful figure

*•Fiscal Year 2022 Summary.* Overview of financial and other highlights affecting us in fiscal year 2022.

Business—*Overview*.”

Fiscal Year 2022 Summary

We generated revenue of approximately $11.7 billion with a gross margin of 30%, net income of $1.6 billion, diluted EPS of $7.36 and our operating cash flow was $1.7 billion.

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.

*Impact of COVID-19 Pandemic*

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 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.

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

Revenue in fiscal year 2022 increased approximately 9%, or $980 million, from fiscal year 2021, primarily due to an increase in mass capacity exabytes shipped, partially offset by a decrease in legacy exabytes shipped.

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.

*Product Development Expense.* Product development expenses for fiscal year 2022 increased by $38 million from fiscal year 2021 primarily due to a $25 million increase in materials expense, a $17 million increase in depreciation expenses, an $8 million increase in compensation and other employee benefits as a result of increase in share-based compensation and a $3 million increase in equipment expense, partially offset by a $12 million decrease in outside services expense and a $9 million decrease in variable compensation expense.

*Marketing and Administrative Expense.* Marketing and administrative expenses for fiscal year 2022 increased by $57 million from fiscal year 2021 primarily due to a $17 million increase in compensation and other employee benefits as a result of an increase in share-based compensation, a $16 million increase in outside services expense, a $6 million increase in travel expenses as a result of the easing of pandemic-related travel restrictions, a $5 million increase in advertising costs and a $3 million increase in information technology costs.

Other expense, net for fiscal year 2022 increased by $132 million compared to fiscal year 2021 primarily due to a net $97 million higher non-recurring gain from our strategic investments in the prior-year period, a $29 million increase in interest expense from the issuance of long-term debt and a $21 million increase in losses on de-designated cash flow hedges.

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

Our fiscal year 2022 income tax provision included net tax benefits of approximately $15 million related to share-based compensation, $6 million resulting from recognition of deferred tax assets and $5 million associated with change in the applicable tax rate within our non-U.S. operations.

Our fiscal year 2021 income tax provision included net tax benefits of approximately $8 million primarily associated with share-based compensation and $13 million related to the United Kingdom tax rate changes enacted in June 2021.

- an increase of $58 million in accrued employee compensation, primarily due to an increase in our variable compensation expense; partially offset by

- an increase of $64 million in inventories, primarily due to an increase in materials purchased for increased production of higher capacity drives and to mitigate supply chain disruptions; and

- an increase of $42 million in accounts receivable, primarily due to an increase in revenue.

- $649 million in dividend payments; partially offset by

- $986 million from the issuance of Senior Notes; and

The term of the Revolving Credit Facility is through October 14, 2026.

Based on our current outlook and the information we currently have available to us, we expect to be in compliance with the covenants in our debt agreements over the next 12 months.

For fiscal year 2023, we expect capital expenditures to be aligned to our long-term targeted range of 4% to 6% of revenue.

Our Board of Directors increased the authorization for the repurchase of our outstanding ordinary shares by $3.0 billion on October 21, 2020, and $2.0 billion on February 22, 2021.

transactions, open market purchases, tender offers or other means or otherwise.

As of [removed: July 1, 2022,] [added: June 30, 2023,] 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 Loans bear interest at a variable rate equal to [removed: LIBOR] [added: Secured Overnight Financing Rate (“SOFR”)] plus a variable margin.

As of [removed: July 1, 2022,] [added: June 30, 2023,] the aggregate notional amount of the Company’s interest-rate swap contracts was [removed: $1.2] [added: $1.3] billion, of which [removed: $600] [added: $429] million will mature [removed: in] [added: through] September 2025 and [removed: $600] [added: $859] million will mature [removed: in] [added: through] July 2027.

The table below presents principal amounts and related fixed or weighted-average interest rates by year of maturity for our investment portfolio and debt obligations as of [removed: July 1, 2022.][added: June 30, 2023.]

| (Dollars in millions, except percentages) | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value at [removed: July 1, 2022] [added: June 30, 2023] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | | | | | | |

| Floating rate | | | | | | $ | [removed: 61] [added: 74] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 61] [added: 74] | | | | | $ | [removed: 61] [added: 74] | |

| Average interest rate | | | | | | [removed: 0.99] [added: 5.12] | | % | | | | [added: —] | | [added: %] | | | | [added: —] | | [added: %] | | | | [added: —] | | [added: %] | | | | [added: —] | | [added: %] | | | | [added: —] | | [added: %] | | | | [removed: 0.99] [added: 5.12] | | % | | | | | | |

| Fixed rate | | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 15] | | | | | $ | [removed: 15] [added: —] | | | | | $ | — | | | | | $ | [removed: 8] [added: 1] | | | | | $ | [removed: 23] [added: 16] | | | | | $ | [removed: 23] [added: 16] | |

| Average interest rate | | | | | | [removed: 4.75] [added: —] | | % | | | | [removed: 4.88] [added: 4.75] | | % | | | | [removed: 4.75] [added: —] | | % | | | | [removed: —] [added: 4.88] | | % | | | | [removed: 4.88] [added: —] | | % | | | | [removed: 4.09] [added: 6.88] | | % | | | | [removed: 4.41] [added: 6.40] | | % | | | | | | |

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

We recognized a net gain of [removed: $14] [added: $16] million and a net loss of [removed: $7] [added: $29] million in Cost of revenue and Interest [removed: expense] [added: expense, respectively,] related to the loss of hedge designations on discontinued cash flow hedges during [removed: the] fiscal year [removed: 2021.][added: 2023.]

The table below provides information as of [removed: July 1, 2022] [added: June 30, 2023] about our foreign currency forward exchange contracts.

| Chinese Renminbi | | | | | | [removed: 116] [added: 76] | | | | | | $ | [removed: 6.54] [added: 6.83] | | | | | (3) | | |

| British Pound Sterling | | | | | | [removed: 79] [added: 65] | | | | | | $ | [removed: 0.77] [added: 0.81] | | | | | [removed: (5)] [added: 2] | | |

We pay a floating rate, based on [removed: the LIBOR] [added: SOFR] plus an interest rate spread, on the notional amount of the TRS.

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

We had no impairments related to credit losses for available-for-sale debt securities as of June 30, 2023.

| Fixed rate | | | | | | $ | — | | | | | $ | 479 | | | | | $ | — | | | | | $ | 505 | | | | | $ | — | | | | | $ | 3,245 | | | | | $ | 4,229 | | | | | $ | 4,112 | |

| Variable rate | | | | | | $ | 63 | | | | | $ | 103 | | | | | $ | 497 | | | | | $ | 107 | | | | | $ | 519 | | | | | $ | — | | | | | $ | 1,289 | | | | | $ | 1,259 | |

| Average interest rate | | | | | | 5.60 | | % | | | | 5.61 | | % | | | | 5.84 | | % | | | | 5.52 | | % | | | | 5.60 | | % | | | | — | | % | | | | 5.69 | | % | | | | | | |

| Singapore Dollar | | | | | | $ | 356 | | | | | $ | 1.34 | | | | | $ | (2) | |

| Thai Baht | | | | | | 145 | | | | | | $ | 33.96 | | | | | (5) | | |

| Total | | | | | | $ | 642 | | | | | | | | | | | $ | (8) | |

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.

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

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

| Average interest rate | | | | | | 2.92 | | % | | | | 2.92 | | % | | | | 2.92 | | % | | | | 2.94 | | % | | | | 2.90 | | % | | | | 2.90 | | % | | | | 2.92 | | % | | | | | | |

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

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

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

In addition to HDDs, we produce a broad range of data storage products including solid state drives [removed: (“SSDs”), solid state hybrid drives (“SSHDs”),] [added: (“SSDs”) and] storage [removed: subsystems,] [added: subsystems] 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.

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

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

The Lyve platform includes a shuttle solution that enables enterprises to transfer massive amounts of data from endpoints to the core [removed: cloud,] [added: cloud and] a storage-as-a-service cloud offering that provides frictionless mass capacity storage at the metro [removed: edge, and Cortx, an open-source object storage software optimized for mass capacity and data intensive workloads.][added: edge.]

The nearline market includes storage for cloud computing, content delivery, archival, backup services and [removed: newer] [added: emerging] use [removed: cases.][added: cases such as generative AI.]

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

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

In the [removed: Seagate-sponsored] “Worldwide Global DataSphere Forecast, [removed: 2022-2026”,] [added: 2023-2027”, published by] the International Data Corporation [removed: (“IDC”) forecasted that] [added: (“IDC”),] the global datasphere [removed: should] [added: is forecasted to] grow from [removed: 84] [added: 106] zettabytes in [removed: 2021] [added: 2022] to [removed: 221] [added: 291] zettabytes by [removed: 2026.][added: 2027.]

[removed: The digital] [added: Digital] transformation has given rise to many new applications, all of which rely on faster access to and secure storage of data proliferating from endpoints through edge to [removed: cloud.][added: cloud, which we expect will have a positive impact on storage demand.]

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

As a result of these factors, we anticipate that the nature and volume of data being created will require greater storage capability, which is more efficiently and economically facilitated by higher capacity mass storage [removed: devices.][added: solutions.]

[removed: SSDs complement hyperscale] applications, high-density data centers, cloud environments and web servers.

- employing machine learning algorithms and [removed: artificial intelligence;][added: AI;]

A vertically integrated model, however, tends to have less flexibility when demand declines as it exposes us to higher unit costs when capacity utilization is not [removed: optimized.][added: optimized which would lead to factory underutilization charges as we experienced in fiscal year 2023.]

[removed: The E-block and the] recording media are mounted inside the head disk assembly.

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

*Enterprise Nearline HDDs.* Our high-capacity enterprise HDDs ship in capacities of up to [removed: 20TB.][added: 30TB.]

Our capacity-optimized systems feature multiple scalable configurations and can accommodate up to [removed: 106 20TB] [added: 96 26TB] drives per chassis.

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: 20TB.][added: 24TB.]

Our NAS HDD solutions are available in capacities up to [removed: 20TB.][added: 24TB.]

We also offer NAS SSDs with capacities up to [removed: 2TB.][added: 4TB.]

Our DVR HDDs are optimized for video streaming in always-on consumer premise equipment applications with capacities up to [removed: 6TB.][added: 8TB.]

*Lyve.* Lyve is our [removed: new] platform built with mass data in mind.

Anticipated orders from [removed: many of] our customers have in the past failed to materialize or OEM delivery schedules have been deferred or altered as a result of changes in their business needs.

We believe the HDD [removed: industry] [added: industry, in the prevailing supply and demand environment,] experienced [removed: modest] [added: higher than usual] price erosion in fiscal [removed: years 2022] [added: year 2023] and [removed: 2021.][added: modest price erosion in fiscal year 2022.]

This platform strategy allows for more efficient resource utilization, leverages best design practices, reduces exposure to changes in demand, and allows for achievement of lower costs through purchasing [removed: economies.][added: economies of scale.]

Our advanced technology integration [removed: effort] [added: effort, such as our high-capacity enabling HAMR technology,] focuses disk drive and component research on recording subsystems, including read/write heads and recording media; market-specific product technology; and technology we believe may lead to new business opportunities.

As of [removed: July 1, 2022,] [added: June 30, 2023,] we had approximately [removed: 4,800] [added: 4,200] U.S. patents and [removed: 720] [added: 450] patents issued in various foreign jurisdictions as well as approximately [removed: 550] [added: 350] U.S. and [removed: 140] [added: 100] foreign patent applications pending.

Financial Statements and Supplementary Data—*Note 14.* *Legal, Environmental and Other Contingencies*.” The costs of [added: engaging in intellectual property litigation in the past have been, and in the future may be, substantial, irrespective of the merits of the claim or the outcome.]

For example, the European Union (“EU”) enacted the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (2011/65/EU), which prohibits the use of certain substances, including lead, in certain products, including disk drives and server storage [removed: products, put on the market after July 1, 2006.]

As of [removed: July 1, 2022,] [added: June 30, 2023,] we employed approximately [removed: 40,000] [added: 33,400] employees and temporary employees worldwide, of which approximately [removed: 36,000] [added: 27,100] were located in our Asia operations.

Seagate’s ERG community encompasses a wide array of diversity, such as LGBTQ+, women, people of color and interfaith, and includes over [removed: 26] [added: 27] chapters across [removed: six] [added: seven] countries.

[removed: During fiscal year 2022,] [added: In January 2023,] we published our [removed: third] [added: fourth] annual Diversity, Equity, and Inclusion (“DEI”) Report, which provides an overview of our DEI efforts and outcomes including demographics on our workforce.

The fiscal year [removed: 2021] [added: 2022] DEI Report is available on our website.

*Health & Safety.* All our manufacturing sites have health and safety management systems certified to [removed: ISO] [added: the International Organization for Standardization (“ISO”)] 45001.

Our global health and safety standards, as well as our accompanying [added: Environment, Health and Safety (“EHS”)] management systems, frequently go beyond country or industry-level guidelines to ensure that we keep our employees healthy and safe.

We [removed: also] [added: regularly] host [added: health and safety] regulatory visits that focus on issues such as safety, radiation, fire codes, food and transportation.

Through our [removed: Environment, Health and Safety (“EHS”)] [added: EHS] Management Systems, we ensure that the focus remains on the continuous improvement [removed: and provide comprehensive] [added: of employee] health and safety [removed: training to our employees.][added: programs.]

The program [added: generally] includes base pay, annual bonuses, commissions, equity awards, an employee [removed: share purchasing] [added: stock purchase] plan, retirement savings opportunities and other employee health and wellness benefits.

In [removed: our] fiscal year [removed: 2022 survey, 92% of] [added: 2023, we conducted two pulse surveys to obtain feedback from] our global employees [removed: shared their feedback] on their experience at Seagate.

According to IDC, we are in a new era of the Data Age, whereby data is shifting to both the core and the edge.

By 2027, nearly 71% of the world’s data will be generated in the core and edge, up from 54% in 2022.

SSDs complement hyperscale

The E-block and the

From time to time, we may enter into long-term supply arrangements with these independent suppliers.

Additionally, certain customers can utilize many of our HDDs with Shingled Magnetic Recording (“SMR”) technology enabled which increases the available storage capacity of the drive with certain performance trade-offs.

products, put on the market after July 1, 2006.

We continue to provide comprehensive health and safety training to our employees.

Environmental, Social and Governance (“ESG”) Performance Report

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

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

| KianFatt Chong | | | | | | 60 | | | | | | Senior Vice President, Global Operations | | |

| Dr. John C. Morris | | | | | | 56 | | | | | | Senior Vice President and Chief Technology Officer | | |

KianFatt Chong, 60, has served as our Senior Vice President, Global Operations since October 2020.

Prior to his current role, Mr. Chong was Senior Vice President, Global Drive Operations from December 2013 to September 2020.

He served as Vice President of China Operations from July 2003 to November 2013, expanding and also spearheading the first campus concept in Seagate with multiple manufacturing operations disciplines all located in a single site.

Since joining Seagate in 1989 as an engineer, Mr. Chong has held a variety of leadership positions and has been a key strategic contributor for many Seagate’s operations and manufacturing capabilities across the global footprints.

Dr. John C.

Morris, 56, has served as our Senior Vice President, HDD and SSD Products and Chief Technology Officer since 2019.

Prior to his current role, Dr. Morris was the Vice President of HDD and SSD Products from August 2015 to August 2019.

Before that, he served as Vice President of Design Engineering and Enterprise Development Group driving focus on technical and strategic alignment with enterprise and cloud customers from September 2013 to August 2015.

Since joining the Company in 1996, Dr. Morris has held a variety of engineering leadership positions and has been a key contributor to many of Seagate’s core technologies.

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 performance.

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 DataSphere Forecast study found that data is shifting to both the core and the edge, and by 2026 nearly 65% of the world’s data will be stored in the core and edge, up from 41% in 2016.

The SSHDs that we manufacture contain technology that fuses some features of SSDs and HDDs.

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

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

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

engaging in intellectual property litigation in the past have been, and in the future may be, substantial, irrespective of the merits of the claim or the outcome.

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.

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

Leaders were asked to follow our “Review, Share and Take Action!” process to analyze their results, share and discuss with their teams, and create customized action plans designed to have the greatest impact on engagement for a particular department.

Global Citizenship Report

| Jeffrey D. Nygaard | | | | | | 58 | | | | | | Executive Vice President, Operations and Technology | | |

| Ban Seng Teh | | | | | | 56 | | | | | | Executive Vice President, Global Sales and Marketing | | |

Prior to that Mr. Naik served as Senior Vice President Corporate Strategy and CIO from January 2019 to February 2021, and Senior Vice President and CIO from June 2017 to January 2019.

Prior to joining Seagate in 2017, Mr. Naik was the Senior Vice President of Technology at Katerra, a technology startup in the construction industry.

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

of Global Real Estate, Workplace and Corporate Physical Security from January 2012 to April 2016, Vice President and CIO from 2009 to 2013, and Director of the Enterprise Resource Planning Program from 2007 to 2009.

Before that, he held leadership positions at Mercury Interactive, a software company, Hewlett Packard, an information technology company, and 3Com Corporation, a digital electronics manufacturer.

Jeffrey D.

Nygaard, 58, has served as our Executive Vice President, Operations and Technology Development since November 2018; his areas of responsibility expanded to include Quality in October 2019 and Customer Technical Engagement in April 2020.

Mr. Nygaard also served as our Executive Vice President, Global Operations from October 2017 to November 2018; Senior Vice President, Global Operations and Supply Chain from March 2017 to October 2017; Senior Vice President, Recording Head Operations from May 2013 to February 2017; Vice President Slider, HGA, HSA Operations from 2011 to April 2013; Vice President and Country Manager, Thailand and Penang Operations from 2009 to 2011; Vice President and Country Manager, Thailand Operations and Asia Drive Engineering from 2006 to 2009; and Vice President, Product and Process Development from 2004 to 2006.

From 1994 to 2006, Mr. Nygaard served in varying roles of increasing responsibilities in engineering at Seagate until his promotion to Vice President.

Mr. Nygaard began his career with Raytheon and IBM where he held positions as a design engineer and senior engineer.

Ban Seng Teh, 56, has served as our Executive Vice President of Global Sales and Marketing since July 2022.

For the fiscal year ended [removed: July 1, 2022][added: June 30, 2023]

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of December [removed: 31, 2021,] [added: 30, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $24.7] [added: $10.1] billion based upon the closing price reported for such date by the NASDAQ.

The number of outstanding ordinary shares of the registrant as of [removed: August 1, 2022] [added: July 31, 2023] was [removed: 208,755,418.][added: 207,393,242.]

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: 24, 2022,] [added: 23, 2023,] 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 [removed: July 1, 2022.][added: June 30, 2023.]

| 1A. | | | [Risk [removed: Factors](#i777fe47d6e404b9fb96c3c37de6e14c0_22)] [added: Factors](#i30ffd275ea7146b3bef24f3b3edac286_22)] | | | [removed: [16](#i777fe47d6e404b9fb96c3c37de6e14c0_22)] [added: [15](#i30ffd275ea7146b3bef24f3b3edac286_22)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i777fe47d6e404b9fb96c3c37de6e14c0_25)] [added: Comments](#i30ffd275ea7146b3bef24f3b3edac286_25)] | | | [removed: [35](#i777fe47d6e404b9fb96c3c37de6e14c0_25)] [added: [32](#i30ffd275ea7146b3bef24f3b3edac286_25)] | | |

| 3 | | | [Legal [removed: Proceedings](#i777fe47d6e404b9fb96c3c37de6e14c0_31)] [added: Proceedings](#i30ffd275ea7146b3bef24f3b3edac286_31)] | | | [removed: [36](#i777fe47d6e404b9fb96c3c37de6e14c0_31)] [added: [33](#i30ffd275ea7146b3bef24f3b3edac286_31)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i777fe47d6e404b9fb96c3c37de6e14c0_34)] [added: Disclosures](#i30ffd275ea7146b3bef24f3b3edac286_34)] | | | [removed: [36](#i777fe47d6e404b9fb96c3c37de6e14c0_34)] [added: [33](#i30ffd275ea7146b3bef24f3b3edac286_34)] | | |

| 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i777fe47d6e404b9fb96c3c37de6e14c0_40)] [added: Securities](#i30ffd275ea7146b3bef24f3b3edac286_40)] | | | [removed: [37](#i777fe47d6e404b9fb96c3c37de6e14c0_40)] [added: [34](#i30ffd275ea7146b3bef24f3b3edac286_40)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i777fe47d6e404b9fb96c3c37de6e14c0_46)] [added: Operations](#i30ffd275ea7146b3bef24f3b3edac286_46)] | | | [removed: [38](#i777fe47d6e404b9fb96c3c37de6e14c0_46)] [added: [35](#i30ffd275ea7146b3bef24f3b3edac286_46)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i777fe47d6e404b9fb96c3c37de6e14c0_61)] [added: Risk](#i30ffd275ea7146b3bef24f3b3edac286_58)] | | | [removed: [47](#i777fe47d6e404b9fb96c3c37de6e14c0_61)] [added: [45](#i30ffd275ea7146b3bef24f3b3edac286_58)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#i777fe47d6e404b9fb96c3c37de6e14c0_64)] [added: Data](#i30ffd275ea7146b3bef24f3b3edac286_61)] | | | [removed: [49](#i777fe47d6e404b9fb96c3c37de6e14c0_64)] [added: [48](#i30ffd275ea7146b3bef24f3b3edac286_61)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i777fe47d6e404b9fb96c3c37de6e14c0_145)] [added: Disclosure](#i30ffd275ea7146b3bef24f3b3edac286_142)] | | | [removed: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_145)] [added: [91](#i30ffd275ea7146b3bef24f3b3edac286_142)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i777fe47d6e404b9fb96c3c37de6e14c0_148)] [added: Procedures](#i30ffd275ea7146b3bef24f3b3edac286_145)] | | | [removed: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_148)] [added: [91](#i30ffd275ea7146b3bef24f3b3edac286_145)] | | |

| 9B. | | | [Other [removed: Information](#i777fe47d6e404b9fb96c3c37de6e14c0_151)] [added: Information](#i30ffd275ea7146b3bef24f3b3edac286_148)] | | | [removed: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_151)] [added: [91](#i30ffd275ea7146b3bef24f3b3edac286_148)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i777fe47d6e404b9fb96c3c37de6e14c0_154)] [added: Inspections](#i30ffd275ea7146b3bef24f3b3edac286_151)] | | | [removed: [90](#i777fe47d6e404b9fb96c3c37de6e14c0_154)] [added: [92](#i30ffd275ea7146b3bef24f3b3edac286_151)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i777fe47d6e404b9fb96c3c37de6e14c0_160)] [added: Governance](#i30ffd275ea7146b3bef24f3b3edac286_157)] | | | [removed: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_160)] [added: [93](#i30ffd275ea7146b3bef24f3b3edac286_157)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i777fe47d6e404b9fb96c3c37de6e14c0_166)] [added: Matters](#i30ffd275ea7146b3bef24f3b3edac286_163)] | | | [removed: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_166)] [added: [93](#i30ffd275ea7146b3bef24f3b3edac286_163)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i777fe47d6e404b9fb96c3c37de6e14c0_169)] [added: Independence](#i30ffd275ea7146b3bef24f3b3edac286_166)] | | | [removed: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_169)] [added: [93](#i30ffd275ea7146b3bef24f3b3edac286_166)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i777fe47d6e404b9fb96c3c37de6e14c0_172)] [added: Services](#i30ffd275ea7146b3bef24f3b3edac286_169)] | | | [removed: [91](#i777fe47d6e404b9fb96c3c37de6e14c0_172)] [added: [93](#i30ffd275ea7146b3bef24f3b3edac286_169)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i777fe47d6e404b9fb96c3c37de6e14c0_178)] [added: Schedules](#i30ffd275ea7146b3bef24f3b3edac286_175)] | | | [removed: [92](#i777fe47d6e404b9fb96c3c37de6e14c0_178)] [added: [94](#i30ffd275ea7146b3bef24f3b3edac286_175)] | | |

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

Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” [added: “should,”] “may,” “will,” “will continue,” “can,” “could,” or negative of these words, variations of these words and comparable [removed: terminology.][added: terminology, in each case, intended to refer to future events or circumstances.]

[removed: These forward-looking] [added: Forward-looking] statements are [removed: conditioned upon and involve a number] [added: based on information available to the Company as] of [added: the date of this Annual Report on Form 10-K and are subject to] known and unknown [removed: risks, uncertainties] [added: risks] and [removed: other factors] [added: uncertainties] that could cause actual results, performance or events to differ materially from [removed: those anticipated by these forward-looking statements.][added: historical experience and our present expectations or projections.]

[removed: Such] [added: These] risks and uncertainties include, but are not limited [removed: to:][added: to, those set forth in “Part I, Item 1A.]

Risk Factors” [removed: of] [added: in] this Annual Report on Form [removed: 10-K, which we encourage you to carefully read.][added: 10-K.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [PART I](#i30ffd275ea7146b3bef24f3b3edac286_16) | | | | | |

| 1 | | | [Business](#i30ffd275ea7146b3bef24f3b3edac286_19) | | | [3](#i30ffd275ea7146b3bef24f3b3edac286_19) | | |

| 2 | | | [Properties](#i30ffd275ea7146b3bef24f3b3edac286_28) | | | [33](#i30ffd275ea7146b3bef24f3b3edac286_28) | | |

| | | | [PART II](#i30ffd275ea7146b3bef24f3b3edac286_37) | | | | | |

| 6 | | | [\[Reserved\]](#i30ffd275ea7146b3bef24f3b3edac286_43) | | | [35](#i30ffd275ea7146b3bef24f3b3edac286_43) | | |

| | | | [PART III](#i30ffd275ea7146b3bef24f3b3edac286_154) | | | | | |

| 11 | | | [Executive Compensation](#i30ffd275ea7146b3bef24f3b3edac286_160) | | | [93](#i30ffd275ea7146b3bef24f3b3edac286_160) | | |

| | | | [PART IV](#i30ffd275ea7146b3bef24f3b3edac286_172) | | | | | |

| | | | [EXHIBIT INDEX](#i30ffd275ea7146b3bef24f3b3edac286_178) | | | [95](#i30ffd275ea7146b3bef24f3b3edac286_178) | | |

| | | | [SIGNATURES](#i30ffd275ea7146b3bef24f3b3edac286_181) | | | [105](#i30ffd275ea7146b3bef24f3b3edac286_181) | | |

These statements include, among other things, statements about the Company’s plans, programs, strategies and prospects; anticipated shifts in technology and storage industry trends, and anticipated demand for and performance of new storage product introductions; expectations regarding market demand for our products and technologies and our ability to optimize our level of production and meet market and industry expectations and the effects of these future trends on the Company’s performance; financial outlook for future periods; expectations regarding our ability to service debt, meet debt covenant and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the settlement agreement with the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”); the impact of macroeconomic headwinds and customer inventory adjustments on our business and operations; our cost saving plans, including our ability to execute such plans, the projected savings under such plans and the assumptions on which the plans and projected savings are based; expectations regarding the Company’s business strategy and performance; the sufficiency of our sources of cash to meet cash needs for the next 12 months; and our expectations regarding capital expenditures and dividend issuance plans.

However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

Therefore, undue reliance should not be placed on forward-looking statements.

We undertake no obligation to update forward-looking statements, except as required by law.

| | | | [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) | | |

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

These forward-looking statements are based on information available to the Company as of the date of this Annual Report on Form 10-K and are based on management’s current views and assumptions.

Such risks, uncertainties and other factors may be beyond our control and may pose a risk to our operating and financial condition.

- the uncertainty in the global economy and adverse changes in the level of economic activity in the major regions in which we do business;

- the timing of development and introduction of products based on new technologies and expansion into new data storage markets and market acceptance of new products;

- the impact of competitive product announcements and unexpected advances in competing technologies or changes in market trends;

- the impact of variable demand, 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 results, including impacts to the Company’s supply chain resulting from governments’ policies and approaches to containing COVID-19;

- the Company’s ability to effectively manage its debt obligations and comply with certain covenants in its credit facilities with respect to financial ratios and financial condition tests and its ability to maintain a favorable cash liquidity position;

- the Company’s ability to successfully qualify, manufacture and sell its storage products in increasing volumes on a cost-effective basis and with acceptable quality;

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

- 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;

- currency fluctuations that may impact the Company’s margins, international sales and results of operations;

- 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;

- 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

- cyber-attacks or other data breaches that disrupt the Company’s operations or result in the dissemination of proprietary or confidential information and cause reputational harm.

Information concerning these and other risks, uncertainties and factors, among others, that could cause results to differ materially from our expectations statements is also set forth in “Item 1A.

These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date on which they were made and we undertake no obligation to update forward-looking statements except as required by law.

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

Our [removed: main] material manufacturing, product development and marketing and administrative facilities at [removed: July 1, 2022] [added: June 30, 2023] are as follows:

| California | | | | | | [removed: Owned] [added: Leased] | | | | | | [removed: 412,000] [added: 575,000] | | | | | | Product development, marketing and administrative and operational offices | | |

| Colorado | | | | | | [removed: Owned] [added: Leased] | | | | | | [removed: 528,000] [added: 533,000] | | | | | | Product development, administrative and operational offices | | |

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

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

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

As of [removed: July 1, 2022,] [added: June 30, 2023,] we owned or leased a total of approximately [removed: 9.7] [added: 9.8] million square feet of space worldwide.

The 9.7 million square feet of owned or leased space includes a total of 68,000 square feet that is currently subleased.

As of [removed: August 1, 2022,] [added: July 31, 2023,] there were approximately [removed: 489] [added: 487] holders of record of our ordinary shares.

We did not sell any of our equity securities during fiscal year [removed: 2022] [added: 2023] 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 June [removed: 30, 2017] [added: 29, 2018] to [removed: July 1, 2022.][added: June 30, 2023.]

The graph assumes that on June [removed: 30, 2017,] [added: 29, 2018,] $100 was invested in our ordinary shares and $100 was invested in each of the other two indices, with dividends reinvested on the date of payment without payment of any commissions.

[removed: ][added: ]

| | | | [removed: 6/30/2017] [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] | | | | | | [removed: 7/1/2022] [added: 6/30/2023] | | |

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 [added: 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.]

Repurchases of [removed: Our] Equity Securities

All repurchases [added: of our outstanding ordinary shares] are effected as redemptions in accordance with our Constitution.

The following table sets forth information with respect to all repurchases of our [added: ordinary] shares made during the fiscal year ended [removed: July 1, 2022,] [added: June 30, 2023,] including [removed: shares withheld for] statutory tax withholdings related to vesting of employee equity [removed: awards:][added: awards (in millions, except average price paid per share):]

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

| 1st Quarter through 3rd Quarter of Fiscal Year [removed: 2022] [added: 2023] | | | | | | [removed: 15] [added: 6] | | | | | | $ | [removed: 92.10] [added: 74.55] | | | | | [removed: 15] [added: 6] | | | | | | | | | | | | $ | [removed: 2,844] [added: 1,924] | |

| Through 4th Quarter of Fiscal Year [removed: 2022] [added: 2023] | | | | | | [removed: 21] [added: 6] | | | | | | | | | | | | [removed: 21] [added: 6] | | | | | | | | | | | | $ | [removed: 2,366] [added: 1,921] | |

| Seagate Technology Holdings plc | | | $ | 100.00 | | | | | $ | 88.32 | | | | | $ | 93.37 | | | | | $ | 178.82 | | | | | $ | 146.57 | | | | | $ | 137.65 | |

| S&P 500 | | | 100.00 | | | | | | 110.42 | | | | | | 118.70 | | | | | | 167.13 | | | | | | 149.39 | | | | | | 178.66 | | |

| Dow Jones U.S. Computer Hardware | | | 100.00 | | | | | | 106.49 | | | | | | 184.21 | | | | | | 281.05 | | | | | | 280.39 | | | | | | 394.47 | | |

As of June 30, 2023, $1.9 billion remained available for repurchase of ordinary shares under the existing repurchase authorization limits authorized by our Board of Directors on October 21, 2020 and February 22, 2021.

The timing of purchases will depend upon prevailing market conditions, alternative uses of capital and other factors.

We may limit or terminate the repurchase program at any time.

| April 1, 2023 through April 28, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,924 | | |

| April 29, 2023 through May 26, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,924 | | |

| May 27, 2023 through June 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,921 | | |

| 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 | | |

___________________________________

(1) $100 invested on 6/30/2017 in shares and in indices, including reinvestment of dividends.

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.

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

As of July 1, 2022, $2.4 billion remained available for repurchase of ordinary shares under the existing repurchase authorization limits.

| 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 | | |

| [Consolidated Balance [removed: Sheets](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] [added: Sheets](#i30ffd275ea7146b3bef24f3b3edac286_64)] | | | | | | | | | | | | [removed: [50](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] [added: [49](#i30ffd275ea7146b3bef24f3b3edac286_64)] | | |

| [Consolidated Statements of [removed: Operations](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] [added: Operations](#i30ffd275ea7146b3bef24f3b3edac286_67)] | | | | | | | | | | | | [removed: [51](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] [added: [50](#i30ffd275ea7146b3bef24f3b3edac286_67)] | | |

[removed: | [Consolidated Statements of Comprehensive Income](#i777fe47d6e404b9fb96c3c37de6e14c0_73) | | | | | | | | | | | | [52](#i777fe47d6e404b9fb96c3c37de6e14c0_73) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME]

| [Consolidated Statements of Cash [removed: Flows](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] [added: Flows](#i30ffd275ea7146b3bef24f3b3edac286_73)] | | | | | | | | | | | | [removed: [53](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] [added: [52](#i30ffd275ea7146b3bef24f3b3edac286_73)] | | |

[removed: | [Consolidated Statements of Shareholders’ Equity](#i777fe47d6e404b9fb96c3c37de6e14c0_79) | | | | | | | | | | | | [54](#i777fe47d6e404b9fb96c3c37de6e14c0_79) | | |][added: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY]

| [Notes to Consolidated Financial [removed: Statements](#i777fe47d6e404b9fb96c3c37de6e14c0_82)] [added: Statements](#i30ffd275ea7146b3bef24f3b3edac286_79)] | | | | | | | | | | | | | | |

| | | | [Note [removed: 1.](#i777fe47d6e404b9fb96c3c37de6e14c0_85)] [added: 1.](#i30ffd275ea7146b3bef24f3b3edac286_82)] [Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i777fe47d6e404b9fb96c3c37de6e14c0_85)] [added: Policies](#i30ffd275ea7146b3bef24f3b3edac286_82)] | | | | | | | | | [removed: [55](#i777fe47d6e404b9fb96c3c37de6e14c0_85)] [added: [54](#i30ffd275ea7146b3bef24f3b3edac286_82)] | | |

| | | | [Note [removed: 2.](#i777fe47d6e404b9fb96c3c37de6e14c0_88)] [added: 2.](#i30ffd275ea7146b3bef24f3b3edac286_85)] [Balance Sheet [removed: Information](#i777fe47d6e404b9fb96c3c37de6e14c0_88)] [added: Information](#i30ffd275ea7146b3bef24f3b3edac286_85)] | | | | | | | | | [removed: [60](#i777fe47d6e404b9fb96c3c37de6e14c0_88)] [added: [59](#i30ffd275ea7146b3bef24f3b3edac286_85)] | | |

| | | | [Note [removed: 3.](#i777fe47d6e404b9fb96c3c37de6e14c0_91)] [added: 3.](#i30ffd275ea7146b3bef24f3b3edac286_88)] [Goodwill and Other Intangible [removed: Assets](#i777fe47d6e404b9fb96c3c37de6e14c0_91)] [added: Assets](#i30ffd275ea7146b3bef24f3b3edac286_88)] | | | | | | | | | [removed: [63](#i777fe47d6e404b9fb96c3c37de6e14c0_91)] [added: [62](#i30ffd275ea7146b3bef24f3b3edac286_88)] | | |

| | | | [Note [removed: 4.](#i777fe47d6e404b9fb96c3c37de6e14c0_1553) [](#i777fe47d6e404b9fb96c3c37de6e14c0_1553)[Debt](#i777fe47d6e404b9fb96c3c37de6e14c0_1553)] [added: 4. Debt](#i30ffd275ea7146b3bef24f3b3edac286_91)] | | | | | | | | | [removed: [64](#i777fe47d6e404b9fb96c3c37de6e14c0_1553)] [added: [63](#i30ffd275ea7146b3bef24f3b3edac286_91)] | | |

| | | | [Note [removed: 5.](#i777fe47d6e404b9fb96c3c37de6e14c0_97)] [added: 5.](#i30ffd275ea7146b3bef24f3b3edac286_94)] [Income [removed: Taxes](#i777fe47d6e404b9fb96c3c37de6e14c0_97)] [added: Taxes](#i30ffd275ea7146b3bef24f3b3edac286_94)] | | | | | | | | | [removed: [66](#i777fe47d6e404b9fb96c3c37de6e14c0_97)] [added: [66](#i30ffd275ea7146b3bef24f3b3edac286_94)] | | |

| | | | [Note [removed: 6.](#i777fe47d6e404b9fb96c3c37de6e14c0_100) [Leases](#i777fe47d6e404b9fb96c3c37de6e14c0_100)] [added: 6.](#i30ffd275ea7146b3bef24f3b3edac286_97) [Leases](#i30ffd275ea7146b3bef24f3b3edac286_97)] | | | | | | | | | [removed: [68](#i777fe47d6e404b9fb96c3c37de6e14c0_100)] [added: [68](#i30ffd275ea7146b3bef24f3b3edac286_97)] | | |

| | | | [Note [removed: 7.](#i777fe47d6e404b9fb96c3c37de6e14c0_106)] [added: 7.](#i30ffd275ea7146b3bef24f3b3edac286_100)] [Restructuring and Exit [removed: Costs](#i777fe47d6e404b9fb96c3c37de6e14c0_106)] [added: Costs](#i30ffd275ea7146b3bef24f3b3edac286_100)] | | | | | | | | | [removed: [69](#i777fe47d6e404b9fb96c3c37de6e14c0_106)] [added: [70](#i30ffd275ea7146b3bef24f3b3edac286_100)] | | |

| | | | [Note [removed: 8.](#i777fe47d6e404b9fb96c3c37de6e14c0_109)] [added: 8.](#i30ffd275ea7146b3bef24f3b3edac286_103)] [Derivative Financial [removed: Instruments](#i777fe47d6e404b9fb96c3c37de6e14c0_109)] [added: Instruments](#i30ffd275ea7146b3bef24f3b3edac286_103)] | | | | | | | | | [removed: [70](#i777fe47d6e404b9fb96c3c37de6e14c0_109)] [added: [71](#i30ffd275ea7146b3bef24f3b3edac286_103)] | | |

| | | | [Note [removed: 9.](#i777fe47d6e404b9fb96c3c37de6e14c0_112)] [added: 9.](#i30ffd275ea7146b3bef24f3b3edac286_106)] [Fair [removed: Value](#i777fe47d6e404b9fb96c3c37de6e14c0_112)] [added: Value](#i30ffd275ea7146b3bef24f3b3edac286_106)] | | | | | | | | | [removed: [73](#i777fe47d6e404b9fb96c3c37de6e14c0_112)] [added: [74](#i30ffd275ea7146b3bef24f3b3edac286_106)] | | |

| | | | [Note [removed: 10.](#i777fe47d6e404b9fb96c3c37de6e14c0_115) [Shareholders’ Equity](#i777fe47d6e404b9fb96c3c37de6e14c0_115)] [added: 10.](#i30ffd275ea7146b3bef24f3b3edac286_112) [Shareholders’](#i30ffd275ea7146b3bef24f3b3edac286_112) [(Deficit)](#i30ffd275ea7146b3bef24f3b3edac286_112) [Equity](#i30ffd275ea7146b3bef24f3b3edac286_112)] | | | | | | | | | [removed: [76](#i777fe47d6e404b9fb96c3c37de6e14c0_115)] [added: [77](#i30ffd275ea7146b3bef24f3b3edac286_112)] | | |

| | | | [Note [removed: 11.](#i777fe47d6e404b9fb96c3c37de6e14c0_118)] [added: 11.](#i30ffd275ea7146b3bef24f3b3edac286_115)] [Share-Based [removed: Compensation](#i777fe47d6e404b9fb96c3c37de6e14c0_118)] [added: Compensation](#i30ffd275ea7146b3bef24f3b3edac286_115)] | | | | | | | | | [removed: [77](#i777fe47d6e404b9fb96c3c37de6e14c0_118)] [added: [78](#i30ffd275ea7146b3bef24f3b3edac286_115)] | | |

| | | | [Note [removed: 12.](#i777fe47d6e404b9fb96c3c37de6e14c0_121) [Guarantees](#i777fe47d6e404b9fb96c3c37de6e14c0_121)] [added: 12.](#i30ffd275ea7146b3bef24f3b3edac286_118) [Guarantees](#i30ffd275ea7146b3bef24f3b3edac286_118)] | | | | | | | | | [removed: [82](#i777fe47d6e404b9fb96c3c37de6e14c0_121)] [added: [83](#i30ffd275ea7146b3bef24f3b3edac286_118)] | | |

| | | | [Note [removed: 13.](#i777fe47d6e404b9fb96c3c37de6e14c0_124) [Earnings Per Share](#i777fe47d6e404b9fb96c3c37de6e14c0_124)] [added: 13.](#i30ffd275ea7146b3bef24f3b3edac286_121) [(Loss) Earnings](#i30ffd275ea7146b3bef24f3b3edac286_121) [Per Share](#i30ffd275ea7146b3bef24f3b3edac286_121)] | | | | | | | | | [removed: [83](#i777fe47d6e404b9fb96c3c37de6e14c0_124)] [added: [84](#i30ffd275ea7146b3bef24f3b3edac286_121)] | | |

| | | | [Note [removed: 14.](#i777fe47d6e404b9fb96c3c37de6e14c0_127)] [added: 14.](#i30ffd275ea7146b3bef24f3b3edac286_124)] [Legal, Environmental and Other [removed: Contingencies](#i777fe47d6e404b9fb96c3c37de6e14c0_127)] [added: Contingencies](#i30ffd275ea7146b3bef24f3b3edac286_124)] | | | | | | | | | [removed: [83](#i777fe47d6e404b9fb96c3c37de6e14c0_127)] [added: [84](#i30ffd275ea7146b3bef24f3b3edac286_124)] | | |

| | | | [Note [removed: 15.](#i777fe47d6e404b9fb96c3c37de6e14c0_130) [Commitments](#i777fe47d6e404b9fb96c3c37de6e14c0_130)] [added: 15.](#i30ffd275ea7146b3bef24f3b3edac286_127) [Commitments](#i30ffd275ea7146b3bef24f3b3edac286_127)] | | | | | | | | | [removed: [84](#i777fe47d6e404b9fb96c3c37de6e14c0_130)] [added: [86](#i30ffd275ea7146b3bef24f3b3edac286_127)] | | |

| | | | [Note [removed: 16.](#i777fe47d6e404b9fb96c3c37de6e14c0_133)] [added: 16.](#i30ffd275ea7146b3bef24f3b3edac286_130)] [Business Segment and Geographic [removed: Information](#i777fe47d6e404b9fb96c3c37de6e14c0_133)] [added: Information](#i30ffd275ea7146b3bef24f3b3edac286_130)] | | | | | | | | | [removed: [85](#i777fe47d6e404b9fb96c3c37de6e14c0_133)] [added: [86](#i30ffd275ea7146b3bef24f3b3edac286_130)] | | |

| | | | [Note [removed: 17.](#i777fe47d6e404b9fb96c3c37de6e14c0_136) [Revenue](#i777fe47d6e404b9fb96c3c37de6e14c0_136)] [added: 17.](#i30ffd275ea7146b3bef24f3b3edac286_133) [Revenue](#i30ffd275ea7146b3bef24f3b3edac286_133)] | | | | | | | | | [removed: [86](#i777fe47d6e404b9fb96c3c37de6e14c0_136)] [added: [87](#i30ffd275ea7146b3bef24f3b3edac286_133)] | | |

| | | | [Note [removed: 18.](#i777fe47d6e404b9fb96c3c37de6e14c0_139)] [added: 18.](#i30ffd275ea7146b3bef24f3b3edac286_136)] [Subsequent [removed: Events](#i777fe47d6e404b9fb96c3c37de6e14c0_139)] [added: Events](#i30ffd275ea7146b3bef24f3b3edac286_136)] | | | | | | | | | [removed: [86](#i777fe47d6e404b9fb96c3c37de6e14c0_139)] [added: [87](#i30ffd275ea7146b3bef24f3b3edac286_136)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i777fe47d6e404b9fb96c3c37de6e14c0_142)] [added: Firm](#i30ffd275ea7146b3bef24f3b3edac286_139)] (PCAOB ID: 42) | | | | | | | | | | | | [removed: [87](#i777fe47d6e404b9fb96c3c37de6e14c0_142)] [added: [88](#i30ffd275ea7146b3bef24f3b3edac286_139)] | | |

| | | | [added: June 30, 2023 | | | | | |] July 1, 2022 | | | | | | July 2, 2021 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [added: 786 | | | | | $ |] 615 | | | | | $ | 1,209 | | [added: | | | | | |]

| Accounts receivable, net | | | [removed: 1,532] [added: 621] | | | | | | [removed: 1,158] [added: 1,532] | | |

| Inventories | | | [removed: 1,565] [added: 1,140] | | | | | | [removed: 1,204] [added: 1,565] | | |

| Other current assets | | | [removed: 321] [added: 358] | | | | | | [removed: 208] [added: 321] | | |

| Total current assets | | | [removed: 4,033] [added: 2,905] | | | | | | [removed: 3,779] [added: 4,033] | | |

| Property, equipment and leasehold improvements, net | | | [removed: 2,239] [added: 1,706] | | | | | | [removed: 2,181] [added: 2,239] | | |

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

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

| Other assets, net | | | [removed: 294] [added: 591] | | | | | | [removed: 332] [added: 294] | | |

| Total Assets | | | $ | [removed: 8,944] [added: 7,556] | | | | | $ | [removed: 8,675] [added: 8,944] | |

| LIABILITIES AND [added: (DEFICIT)] EQUITY | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 2,058] [added: 1,603] | | | | | $ | [removed: 1,725] [added: 2,058] | |

| Accrued employee compensation | | | [removed: 252] [added: 100] | | | | | | [removed: 282] [added: 252] | | |

| Accrued warranty | | | [removed: 65] [added: 78] | | | | | | [removed: 61] [added: 65] | | |

| BIS settlement penalty | | | 300 | | | | | | — | | | | | | — | | |

| Net gain recognized from early redemption of debt | | | 190 | | | | | | — | | | | | | — | | |

| Net (loss) income | | | $ | (529) | | | | | $ | 1,649 | | | | | $ | 1,314 | |

| Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (529) | | | | | | (529) | | |

| Balance at, June 30, 2023 | | | | | | 207 | | | | | | $ | — | | | | | $ | 7,373 | | | | | $ | 98 | | | | | $ | (8,670) | | | | | $ | (1,199) | |

These investments

*Government Incentives.* The Company enters into government incentive arrangements with domestic and foreign, local, regional and national governments, which vary in size, duration and conditions.

The Company receives primarily operating grants, which are recognized as a reduction of expenditures when there is reasonable assurance that the grant will be received and the Company will comply with the conditions specified in the grant agreement.

In fiscal year 2023, approximately $13 million of operating grants were recognized as reductions to Cost of revenue and Product development in the Consolidated Statements of Operations.

The Company also received advanced cash grants of $13 million, which were reflected within Accrued expenses in the Company's Consolidated Balance Sheets as of June 30, 2023.

In December 2022, FASB issued ASU 2022-06 (ASC Topic 848) and deferred the sunset date from December 31, 2022 to December 31, 2024.

The Company adopted the guidance in the quarter ended September 30, 2022 on a prospective basis and is transitioning from an interest rate based on London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”).

See “Government Incentives” for further details.

In September 2022, the FASB issued ASU 2022-04 (ASC Subtopic 405-50), *Disclosure of Supplier Finance Program Obligations*.

This ASU requires disclosure of key terms of the outstanding supplier finance programs and a roll forward of the related obligations.

The Company will adopt this in the first quarter of fiscal year 2024 and provide additional disclosure.

In June 2022, the FASB issued ASU 2022-03 (ASC Topic 820), *Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*.

| | | | | | | June 30, 2023 | | | | | | | | | | | | | | | | | | July 1, 2022 | | | | | | | | | | | | | | |

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

| (Dollars in millions) | | | | | | June 30, 2023 | | | | | | July 1, 2022 | | |

| (Dollars in millions) | | | | | | June 30, 2023 | | | | | | July 1, 2022 | | |

| Work-in-process | | | | | | 682 | | | | | | 716 | | |

| Finished goods | | | | | | 217 | | | | | | 566 | | |

The Company reclassified certain Raw materials and components to Work-in-process as of July 1, 2022 in the table above to conform to the current year’s presentation.

The reclassification did not result in any change to the total inventories balance as reported in the Consolidated Balance Sheets and Statements of Cash Flows for all periods presented.

The following table provides details of the other current assets balance sheet item:

| (Dollars in millions) | | | | | | June 30, 2023 | | | | | | July 1, 2022 | | |

| Vendor receivables | | | | | | $ | 167 | | | | | $ | 83 | |

| Other current assets | | | | | | 191 | | | | | | 238 | | |

| Total | | | | | | $ | 358 | | | | | $ | 321 | |

| | | | | | | | | | | | | 10,267 | | | | | | 10,659 | | |

In fiscal year 2023, the Company recognized a charge of $85 million for the accelerated depreciation of certain fixed assets, of which $60 million and $25 million was recorded to Cost of revenue and Operating expense, respectively, in the Consolidated Statement of Operations.

In fiscal years 2022 and 2021, the accelerated depreciation charge recognized was immaterial.

| (Dollars in millions) | | | | | | June 30, 2023 | | | | | | July 1, 2022 | | |

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

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

| Balance at June 30, 2023 | | | | | | $ | 103 | | | | | | | | $ | (4) | | | | | $ | (1) | | | | | $ | 98 | |

| Existing technology | | | | | | $ | 10 | | | | | $ | (10) | | | | | $ | — | | | | | 0.1 Year | | |

| (Dollars in millions) | | | | | | June 30, 2023 | | | | | | July 1, 2022 | | |

| $500 issued on May 30, 2023 at 8.50% due July 15, 2031 (*the “8.50% July 2031 Notes”*), interest payable semi-annually on January 15 and July 15 of each year. | | | | | | 500 | | | | | | — | | |

| Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash | | | — | | | | | | — | | | | | | (1) | | |

| Balance at, June 28, 2019 | | | | | | 269 | | | | | | $ | — | | | | | $ | 6,545 | | | | | $ | (34) | | | | | $ | (4,349) | | | | | $ | 2,162 | |

| Impact of adoption of new leasing standard | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | (2) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,004 | | | | | | 1,004 | | |

Fiscal year 2020 was comprised of 53 weeks and ended on July 3, 2020.

In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis.

This review indicated that the actual lives of certain manufacturing equipment at its manufacturing facilities were longer than the estimated useful lives used for depreciation purposes in the Company’s consolidated financial statements.

As a result, 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.

The effect of this change in estimate increased the net income by $134 million for the fiscal year ended July 3, 2020 and increased the diluted earnings per share by $0.51 for the fiscal year ended July 3, 2020.

Additionally, the

includes the enactment date.

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.

Adoption of the expedients and exceptions is permitted upon issuance of this update through December 31, 2022.

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.

Early adoption is permitted.

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12 (ASC Topic 740), *Simplifying the Accounting for Income Taxes.* This ASU simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application.

This ASU became effective and the Company adopted the guidance in the quarter ended October 1, 2021.

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.

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

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.

| Work-in-process | | | | | | 414 | | | | | | 443 | | |

| Finished goods | | | | | | 550 | | | | | | 386 | | |

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

| Existing technology | | | | | | $ | 43 | | | | | $ | (30) | | | | | $ | 13 | | | | | 1.8 Years | | |

| Customer relationships | | | | | | 71 | | | | | | (58) | | | | | | 13 | | | | | | 1.2 Years | | |

| $500 borrowed on September 17, 2019 at LIBOR, *(the “September 2019 Term Loan”)*, repayable in quarterly installments of 1.25% of the original principal amount beginning on December 31, 2020, with a final maturity date of September 16, 2025, fully repaid on October 14, 2021. | | | | | | — | | | | | | 481 | | |

| | | | | | | 5,677 | | | | | | 5,173 | | |

Unsecured Senior Notes

*2022 Notes.* On February 1, 2022, the entire outstanding principal amount of $220 million was repaid at par, plus accrued and unpaid interest.

During fiscal year 2020, $521 million aggregate principal amount of the 2022 Notes were repurchased for cash at a premium to their principal amount, plus accrued and unpaid interest, $250 million and $248 million principal amount of which were repurchased pursuant to cash tender offers for certain senior notes on September 18, 2019 and June 18, 2020, respectively.

*2023 Notes*.

During fiscal year 2021, $5 million aggregate principal amount of the 2023 Notes were repurchased for cash at a premium to their principal amount, plus accrued and unpaid interest.

During fiscal year 2020, $395 million aggregate principal amount of the 2023 Notes were repurchased for cash at a premium to their principal amount, plus accrued and unpaid interest, $200 million and $178 million principal amount of which was repurchased pursuant to the cash tender offers on September 18, 2019 and June 18, 2020, respectively.

*2025 Notes.* On September 18, 2019, $170 million principal amount of the 2025 Notes was repurchased at a premium pursuant to the cash tender offers.

On June 18, 2020, Seagate HDD Cayman completed an exchange offer in which the principal amount of $271 million of the 2025 Notes was exchanged for the principal amount of $297 million of the July 2029 Notes.

The exchange was accounted for as a debt modification with no gain or loss recognized.

*2027 Notes.* On June 18, 2020, Seagate HDD Cayman completed an exchange offer in which the principal amount of $185 million of the 2027 Notes was exchanged for the principal amount of $203 million of the July 2029 Notes.

Prior to the October 14, 2021 amendment, the Credit Agreement provided a term loan facility in an aggregate principal amount of $500 million and a $1.725 billion senior unsecured revolving credit facility (“Revolving Credit Facility”).

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 [removed: July 1, 2022.][added: June 30, 2023.]

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 [removed: July 1, 2022.][added: June 30, 2023.]

The effectiveness of our internal control over financial reporting as of [removed: July 1, 2022] [added: June 30, 2023] 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 [removed: July 1, 2022.][added: June 30, 2023.]

*Trading Plans or Rule 10b5-1 Trading Plans*

The table below summarizes the material terms of trading arrangements adopted by any of our executive officers or directors during the June 2023 quarter.

All of the trading arrangements listed below are intended to satisfy the affirmative defense of Rule 10b5-1(c).

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

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

| Name | | | Title | | | Date of Adoption | | | End Date¹ | | | Aggregate number of ordinary shares to be sold pursuant to the trading agreement | | |

| Dr. William D. Mosley | | | Chief Executive Officer | | | 6/1/2023 | | | 9/11/2024 | | | 452,048 | | |

| Gianluca Romano | | | EVP and Chief Financial Officer | | | 5/26/2023 | | | 12/15/2023 | | | 40,177 | | |

| Ban Seng Teh | | | EVP, Chief Commercial Officer | | | 6/7/2023 | | | 6/7/2024 | | | 20,000 | | |

| Katherine E. Schuelke | | | SVP, Chief Legal Officer and Corporate Secretary | | | 5/31/2023 | | | 9/29/2023 | | | Net shares issued upon vesting of an aggregate 18,937 restricted stock units and performance stock units plus 262 ordinary shares. | | |

___________________________________

¹ Each plan will expire on the earlier of the end date and the completion of all transactions under the trading arrangement.

Not applicable.

The information regarding our directors and compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, set forth in the sections entitled “Proposal 1—Election of Directors,” “Corporate Governance” and [removed: “Delinquent Section 16(A)] [added: “Section 16(a)] Beneficial Ownership [removed: Reports,”] [added: Reporting Compliance”] in our Proxy Statement to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) to Form 10-K are hereby incorporated by reference in this section.

[removed: Business—*Executive] [added: Business—*Information About Our Executive] Officers*” is also incorporated by reference in this section.

The information regarding certain relationships, related transactions and director independence required by this Item 13 set forth in the section entitled “Certain Relationships and Related [added: Party and Other] Transactions” in our Proxy Statement to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

| [Consolidated Balance [removed: Sheets](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] [added: Sheets](#i30ffd275ea7146b3bef24f3b3edac286_64)] | | | [removed: [50](#i777fe47d6e404b9fb96c3c37de6e14c0_67)] [added: [49](#i30ffd275ea7146b3bef24f3b3edac286_64)] | | |

| [Consolidated Statements of [removed: Operations](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] [added: Operations](#i30ffd275ea7146b3bef24f3b3edac286_67)] | | | [removed: [51](#i777fe47d6e404b9fb96c3c37de6e14c0_70)] [added: [50](#i30ffd275ea7146b3bef24f3b3edac286_67)] | | |

| [Consolidated Statements of [removed: Comprehensive Income](#i777fe47d6e404b9fb96c3c37de6e14c0_73)] [added: Comprehensive](#i30ffd275ea7146b3bef24f3b3edac286_70) [(Loss)](#i30ffd275ea7146b3bef24f3b3edac286_70) [Income](#i30ffd275ea7146b3bef24f3b3edac286_70)] | | | [removed: [52](#i777fe47d6e404b9fb96c3c37de6e14c0_73)] [added: [51](#i30ffd275ea7146b3bef24f3b3edac286_70)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] [added: Flows](#i30ffd275ea7146b3bef24f3b3edac286_73)] | | | [removed: [53](#i777fe47d6e404b9fb96c3c37de6e14c0_76)] [added: [52](#i30ffd275ea7146b3bef24f3b3edac286_73)] | | |

| [Consolidated Statements of [removed: Shareholders' Equity](#i777fe47d6e404b9fb96c3c37de6e14c0_79)] [added: Shareholders'](#i30ffd275ea7146b3bef24f3b3edac286_76) [(Deficit)](#i30ffd275ea7146b3bef24f3b3edac286_76) [Equity](#i30ffd275ea7146b3bef24f3b3edac286_76)] | | | [removed: [54](#i777fe47d6e404b9fb96c3c37de6e14c0_79)] [added: [53](#i30ffd275ea7146b3bef24f3b3edac286_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i777fe47d6e404b9fb96c3c37de6e14c0_82)] [added: Statements](#i30ffd275ea7146b3bef24f3b3edac286_79)] | | | [removed: [55](#i777fe47d6e404b9fb96c3c37de6e14c0_82)] [added: [54](#i30ffd275ea7146b3bef24f3b3edac286_79)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i777fe47d6e404b9fb96c3c37de6e14c0_142)] [added: Firm](#i30ffd275ea7146b3bef24f3b3edac286_139)] | | | [removed: [87](#i777fe47d6e404b9fb96c3c37de6e14c0_142)] [added: [88](#i30ffd275ea7146b3bef24f3b3edac286_139)] | | |

| [removed: 10.6+] [added: 10.33+] | | | | | | [Seagate Technology [added: Holdings] plc Amended and Restated Employee Stock Purchase [removed: Plan](https://www.sec.gov/Archives/edgar/data/1137789/000113778917000068/a10172017seagate-filedw8xk.htm)] [added: Plan as amended and restated on May 18, 2021](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1020.htm)] | | | | | | [removed: 8-K] [added: 8-K12B] | | | | | | 001-31560 | | | | | | [removed: 10.1] [added: 10.20] | | | | | | [removed: 10/18/2017] [added: 5/19/2021] | | | | | | | | |

| [removed: 10.7+] [added: 10.6 +] | | | | | | [Dot Hill Systems Corp. 2009 Equity Incentive Plan, as amended, as assumed by Seagate Technology Public Limited Company by Deed Poll on October 21, 2015, and assumed by Seagate Technology Holdings Public Limited Company by Deed Poll on May 18, 2021](https://www.sec.gov/Archives/edgar/data/1042783/000119312512225544/d329225dex101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 1/29/2016 | | | | | | | | |

| [removed: 10.8+] [added: 10.7+] | | | | | | [2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465915005719/a15-3358_1ex10d3.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 1/30/2015 | | | | | | | | |

| [removed: 10.8(a)+] [added: 10.7(a)+] | | | | | | [First Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465915074539/a15-22066_1ex10d1.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 10/30/2015 | | | | | | | | |

| [removed: 10.8(b)+] [added: 10.7(b)+] | | | | | | [Second Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519212028/d733907dex1016b.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.16(b) | | | | | | 8/2/2019 | | | | | | | | |

| [removed: 10.8(c)+] [added: 10.7(c)+] | | | | | | [Third Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex106.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.6 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.8(d)+] [added: 10.7(d)+] | | | | | | [Fourth Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000113778920000015/stx-ex10120200103nextg.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 2/5/2020 | | | | | | | | |

| [removed: 10.8(e)+] [added: 10.7(e)+] | | | | | | [Fifth Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex102_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 1/28/2021 | | | | | | | | |

| [removed: 10.9+] [added: 10.8+] | | | | | | [Seagate 2009 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519212028/d733907dex1017.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.17 | | | | | | 8/2/2019 | | | | | | | | |

| [removed: 10.9(a)+] [added: 10.8(a)+] | | | | | | [First Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465910025829/a10-6195_1ex10d26.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.26 | | | | | | 5/5/2010 | | | | | | | | |

| [removed: 10.9(b)+] [added: 10.8(b)+] | | | | | | [Second Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465911025330/a11-6126_1ex10d21.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.21 | | | | | | 5/3/2011 | | | | | | | | |

| [removed: 10.9(c)+] [added: 10.8(c)+] | | | | | | [Third Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465913006541/a13-4100_1ex10d56.htm) | | | | | | 10-Q/A | | | | | | 001-31560 | | | | | | 10.56 | | | | | | 1/31/2013 | | | | | | | | |

| [removed: 10.9(d)+] [added: 10.8(d)+] | | | | | | [Fourth Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465915005719/a15-3358_1ex10d4.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 1/30/2015 | | | | | | | | |

| [removed: 10.9(e)+] [added: 10.8(e)+] | | | | | | [Fifth Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex107.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.7 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.9(f)+] [added: 10.8(f)+] | | | | | | [Sixth Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex1017f20200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.17(f) | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.9(g)+] [added: 10.8(g)+] | | | | | | [Seventh Amendment to the 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex103_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 1/28/2021 | | | | | | | | |

| [removed: 10.10+] [added: 10.9+] | | | | | | [2010 Restated Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465910025829/a10-6195_1ex10d27.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.27 | | | | | | 4/30/2012 | | | | | | | | |

| [removed: 10.10(a)+] [added: 10.9(a)+] | | | | | | [First Amendment to the 2010 Restated Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex104.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.10(b)+] [added: 10.9(b)+] | | | | | | [Second Amendment to the 2010 Restated Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex1018b20200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.18(b) | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.11+] [added: 10.10+] | | | | | | [Seagate Deferred Compensation Sub-Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465910025829/a10-6195_1ex10d28.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.28 | | | | | | 5/5/2010 | | | | | | | | |

| [removed: 10.11(a)+] [added: 10.10(a)+] | | | | | | [First Amendment to the Seagate Deferred Compensation Sub-Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex105.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.11(b)+] [added: 10.10(b)+] | | | | | | [Second Amendment to the Seagate Deferred Compensation Sub-Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex1019b20200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.19(b)+ | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.12+] [added: 10.11+] | | | | | | [Seagate Technology plc Amended and Restated Executive Officer Performance Bonus Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465913080161/a13-23385_1ex10d1.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 11/4/2013 | | | | | | | | |

| [removed: 10.13+] [added: 10.12+] | | | | | | [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) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.13 | | | | | | 8/6/2021 | | | | | | | | |

| [removed: 10.14] [added: 10.13] | | | | | | [Form of Revised Indemnification Agreement between Seagate Technology and the director or officer named therein](https://www.sec.gov/Archives/edgar/data/1137789/000119312509100353/dex104b.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4(b) | | | | | | 5/6/2009 | | | | | | | | |

| [removed: 10.15] [added: 10.14] | | | | | | [Deed Poll of Assumption by Seagate 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 | | | | | | | | |

| [removed: 10.16] [added: 10.15] | | | | | | [September 26, 2017 Equity Commitment Letter entered into by Seagate Technology plc and a consortium of investors led by Bain Capital Private Equity for the acquisition of Toshiba Memory Corporation](https://www.sec.gov/Archives/edgar/data/1137789/000119312517323042/d432283dex103.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 10/27/2017 | | | | | | | | |

| [removed: 10.17+] [added: 10.16+] | | | | | | [Offer Letter, dated December 3, 2018 by and between Seagate [removed: 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] [added: U.S. 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: 10.17+] | | | | | | [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 | | | | | | | | |

| [removed: 10.19] [added: 10.18] | | | | | | [Credit Agreement, dated as of February 20, 2019, by and among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the Lenders party thereto, The Bank of Nova Scotia, as Administrative Agent, Bank of America, N.A., BNP Paribas Securities Corp. and Morgan Stanley Senior Funding, Inc., as](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex101.htm) [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: 10.20] [added: 10.19] | | | | | | [U.S. Guarantee Agreement, dated as of February 20, 2019, among Seagate Technology public limited company and the subsidiaries party thereto, as Guarantors, and The Bank of Nova Scotia, as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex102.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 4/30/2019 | | | | | | | | |

| [removed: 10.20(a)] [added: 10.19(a)] | | | | | | [First Amendment, dated as of January 13, 2021 to the U.S. Guarantee Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex105_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 1/28/2021 | | | | | | | | |

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

| 4.33 | | | | | | [Indenture for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, as Issuer, Seagate Technology Unlimited Company and Seagate Technology Holdings plc, as Guarantors, and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 11/30/2022 | | | | | | | | |

| 4.34 | | | | | | [Form of 9.625% Senior Note due 2032](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 11/30/2022 | | | | | | | | |

| 4.35 | | | | | | [Registration Rights Agreement for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, Seagate Technology Unlimited Company, Seagate Technology Holdings plc, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex43.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 11/30/2022 | | | | | | | | |

| 4.36 | | | | | | [Indenture for the 2029 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, as Issuer, Seagate Technology Holdings plc and Seagate Technology Unlimited Company, as Guarantors, and Computershare Trust Company, National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/30/2023 | | | | | | | | |

| 4.37 | | | | | | Form of 8.25% Senior Note due 2029 (included in Exhibit 4.1). | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 5/30/2023 | | | | | | | | |

| 4.38 | | | | | | [Registration Rights Agreement for the 2029 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Morgan Stanley & Co. LLC](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex43.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/30/2023 | | | | | | | | |

| 4.39 | | | | | | [Indenture for the 2031 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, as Issuer, Seagate Technology Holdings plc and Seagate Technology Unlimited Company, as Guarantors, and Computershare Trust Company, National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex44.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | 5/30/2023 | | | | | | | | |

| 4.40 | | | | | | Form of 8.50% Senior Note due 2031 (included in Exhibit 4.4). | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.5 | | | | | | 5/30/2023 | | | | | | | | |

| 4.41 | | | | | | [Registration Rights Agreement for the 2031 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Morgan Stanley & Co. LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex46.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | 5/30/2023 | | | | | | | | |

| 10.44+ | | | | | | [Revised form of Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Option Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000123/stx-ex101_20220930nextgen.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 10/27/2022 | | | | | | | | |

| 10.45+ | | | | | | [Revised form of Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000123/stx-ex102_20220930nextgen.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 10/27/2022 | | | | | | | | |

| 10.47 | | | | | | [Sixth Amendment, dated as of August 18, 2022 to the Credit Agreement as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000123/stx-ex104_20220930nextgen.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/27/2022 | | | | | | | | |

| 10.48 | | | | | | [Seventh Amendment, dated as of November 8, 2022 to the Credit Agreement as of February 2019](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000010/stx-ex104_20221230.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 01/25/2023 | | | | | | | | |

| 10.49 | | | | | | [Settlement Agreement, dated as of April 18, 202](https://www.sec.gov/Archives/edgar/data/1137789/000119312523106624/d497922dex101.htm)3 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 04/26/2023 | | | | | | | | |

| 10.50 | | | | | | [Purchase Agreement, dated as of May 24, 2023, by and among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000035/stx-ex101.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 05/25/2023 | | | | | | | | |

| 10.51 | | | | | | [Eighth Amendment, dated as of May 22, 2023 to the Credit Agreement as of February 2019](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000049/stx-ex1051_seagateeightham.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.52 | | | | | | [Ninth Amendment, dated as of June 26, 2023 to the Credit Agreement as of February 2019](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000049/stx-ex1052_seagateninthame.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

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

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

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

| /s/ ROBERT A. BRUGGEWORTH | | | Director | | | August 4, 2023 | | |

| (Robert A. Bruggeworth) | | | | | | | | |

| /s/ RICHARD L. CLEMMER | | | Director | | | August 4, 2023 | | |

| (Richard L. Clemmer) | | | | | | | | |

| 10.36 | | | | | | [Deed Poll of Assumption by Seagate Technology Holdings plc, dated May 18, 2021](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1013.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.13 | | | | | | 5/19/2021 | | | | | | | | |

| | | | | | | | | |

| /s/ MARK W. ADAMS | | | Director | | | August 5, 2022 | | |

| (Mark W. Adams) | | | | | | | | |