Seagate Technology Holdings (STX) 10-K risk factor changes: FY2024 vs FY2023

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

- We operate in highly competitive markets and our failure to anticipate and respond to technological changes and other market developments, including [removed: price,] [added: price competition,] could harm our ability to [removed: compete.][added: compete and risk the commoditization of our products.]

- We have been adversely affected by reduced, delayed, loss of or canceled purchases [removed: by,] [added: by] one or more of our key 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 have insufficient demand or we may be unable to meet demand, which may materially [added: and] adversely affect our financial condition and results of operations.

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

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

- We may not be [removed: successful in our efforts] [added: able] to grow our systems, SSD and Lyve [removed: revenues.][added: revenues, which would adversely affect our results of operations.]

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

- Due to the complexity of our products, some defects may only become detectable after [removed: deployment.][added: deployment, which may lead to increased costs and adversely affect our operating results.]

Risks Related to Human [removed: Capital][added: Capital and Corporate Responsibility]

- We are subject to risks related to corporate and social responsibility [added: that could adversely affect our reputation] and [removed: reputation.][added: performance.]

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

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

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

- Our business is subject to various laws, [removed: regulations, governmental policies, litigation, governmental investigations or] [added: regulations and] governmental [removed: proceedings] [added: policies] that may cause us to incur significant expense or adversely impact our results [removed: or] [added: of] operations and financial condition.

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

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

- Our business and certain products and services depend in part on [removed: IP] [added: intellectual property] and technology licensed from third parties, as well as data centers and infrastructure operated by third parties.

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

We [added: have faced and] may [added: continue to] face technological, operational and financial challenges in developing new products.

In addition, our investments in new product development may not yield the anticipated [removed: benefits.][added: results.]

- develop new products, identify business strategies and timely introduce competitive product offerings to meet technological [removed: shifts, or we are unable to execute successfully;][added: shifts;]

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

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

Our failure to accurately anticipate customers’ needs and accurately identify the shift in technological changes could materially [added: and] adversely affect our long-term financial results.

If our products experience increases in failure rates, are of low quality or are not reliable, customers may reduce their purchases of our products, our factory utilization may decrease and our manufacturing rework and scrap [removed: costs and] [added: costs, along with] our service and warranty costs may increase.

[removed: We] [added: As part of our launch of the Mozaic hard drive platform, we] are transitioning to key areal density recording technologies that use HAMR technology to increase HDD capacities.

If our transitions to more advanced technologies, including the transition to HDDs utilizing HAMR technology, require development and production cycles that are longer than anticipated or if we otherwise fail to implement new HDD technologies successfully, we may lose sales and market share, which could significantly harm our financial [removed: results.][added: results and reputation.]

We operate in highly competitive markets and our failure to anticipate and respond to technological changes and other market developments, including [removed: price,] [added: price competition,] could harm our ability to [removed: compete.][added: compete and risk the commoditization of our products.]

When this occurs, our products may be [removed: deemed] [added: considered] commodities, which could result in downward pressure on prices.

Any resulting increase in competition could have a material [added: and] adverse effect on our business, financial condition and results of operations.

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

While we have long-standing relationships with many of our customers, if any key customers [removed: have] [added: were] to significantly reduce, defer or cancel their purchases [removed: from us] or delay product acceptances, or we were prohibited from selling to those key customers [added: for any reason,] such as [removed: due to] export regulations, our [added: revenues and] results of operations [removed: would] [added: may] be [added: materially and] adversely [removed: affected.][added: affected, particularly if we are unable to collect any applicable cancellation charges.]

Accordingly, it may be [removed: difficult or] [added: a difficult,] costly [removed: for us] [added: or prolonged process] to attract [added: and sign] new key customers.

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

If a significant transaction or regulatory impact involving any of our key customers results in the loss of or reduction in purchases by these key customers, it could have a [removed: materially] [added: material and] adverse effect on our business, results of operations and financial condition.

[removed: A substantial portion of our sales has been] [added: Sales] to distributors and retailers of disk drive [removed: products.][added: products account for a substantial portion of our revenue.]

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

If prices decline significantly in this distribution channel or our distributors or retailers reduce purchases of our [removed: products or if distributors or retailers] [added: products,] experience financial difficulties or terminate their relationships with us, our revenues and results of operations would be adversely affected.

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

- We may not be able to execute acquisitions, divestitures and other significant transactions successfully and we may have difficulty or fail to successfully integrate acquired companies.

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- Our business is exposed to risks associated with litigation, investigations and regulatory proceedings that may cause us to incur significant expense or adversely impact our results of operations and financial condition.

Risks Related to Intellectual Property and Other Proprietary Rights

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Our industry has experienced consolidation and may continue to consolidate.

Consolidation may result in new or stronger competitors, and such competitors may have greater resources or competitive advantages.

In addition, current and potential competitors have established or might establish cooperative relationships among themselves or with third parties, including some of our partners or suppliers, that result in declines in revenue or willingness to purchase or sell to us, as applicable, on favorable terms.

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

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An increase in the value of the dollar could increase the real cost to our customers in those markets outside of the United States.

In addition, certain countries in which we have operations have restrictive regulations over the movement of cash and/or foreign exchange across their borders.

Similarly, Singapore may impose taxes on dividends of cash from our subsidiaries to the parent company.

If we are unable to access our cash or we are required to pay taxes to repatriate such cash, our business and operations may be harmed, or we may need to seek other sources of liquidity.

We may not be able to execute acquisitions, divestitures and other significant transactions successfully and we may have difficulty or fail to successfully integrate acquired companies.

As part of our business strategy, we may acquire companies or businesses, divest businesses or assets, enter into strategic alliances and joint ventures, and make investments to further our business.

Risks associated with these transactions have included, and may include:

- not fully realizing the anticipated profits or other benefits of any particular transaction in the timeframe we expected or at all due to competition, market trends, additional costs or investments, the actions of advisors, suppliers or other third parties, or other factors;

- certain transactions resulting in significant costs and expenses;

- failing to identify significant issues with the target during the due diligence process that result in significant liabilities;

- issuing common stock (potentially creating dilution) or incurring additional debt in order to finance a transaction, which financings may require us to accept onerous terms such as high interest rates or covenants that restrict our business;

- an adverse impact on our effective tax rate;

- acquiring a target with differing or inadequate privacy, data protection, and cybersecurity controls; and

- litigation.

In addition, if we fail to identify and complete such transactions and successfully integrate acquired businesses that further our strategic objectives, we may be required to expend additional resources to develop products, services and technology

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internally, which may put us at a competitive disadvantage.

Integrations could significantly disrupt our business and the acquired business as they are often time-consuming and expensive and involve significant challenges, including successfully combining product and service offerings, entering or expanding markets, and retaining and integrating key employees, customers, distributors, facilities, technologies, and business systems, among other challenges.

Furthermore, if there are future decreases in our stock price or significant changes in the business climate or results of operations of our reporting units, we may incur additional charges, including impairment charges.

In the case of a divestiture, we may have difficulty finding buyers or alternative exit strategies on acceptable terms in a timely manner.

We may also dispose of a business at a price or on terms that are less desirable than we had anticipated.

In addition, we may experience fewer benefits than expected, and the impact of the divestiture on our revenue growth may be larger than projected.

Further, if a sole source or limited source supplier decides not to do business with us for any reason, we may be unable to develop, manufacture and commercialize certain of our products, which would adversely affect our business and financial position.

We have experienced and could in the future experience increased costs and production delays that made us unable to obtain the necessary equipment or sufficient quantities of some components.

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We have and may continue to have disputes with our suppliers regarding our purchase commitments, including the cancellation or reduction of such commitments, that we may be unable to resolve, which have resulted and may again result in settlements, litigation that could result in adverse judgments or other litigation-related costs, the amounts of which may be material, as well as disruption to our supply chain and require management’s attention.

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- The effects of the COVID-19 pandemic have negatively impacted 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 any of our key customers unexpectedly reduce, delay or cancel orders, our revenues and results of operations may be materially adversely affected.

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

The effects of the COVID-19 pandemic have negatively impacted 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.

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

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

- disruptions to or restrictions on our ability to ensure the continuous manufacture and supply of our products and services 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;

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

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

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

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

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

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

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.

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

The COVID-19 pandemic may also heighten other risks described in this Risk Factors section.

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

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

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

From time to time, various governmental agencies have proposed additional regulation of encryption technology, including the escrow and government recovery of private encryption keys.

cause us significant expense and reputational harm.

*The following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal years ended June [removed: 30, 2023] [added: 28, 2024] and [removed: July 1, 2022.][added: June 30, 2023.]

Discussions of year-to-year comparisons between fiscal years [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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 [removed: July 1, 2022,] [added: June 30, 2023,] which was filed with the SEC on August [removed: 5, 2022.*][added: 4, 2023.*]

Accordingly, fiscal year [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] both comprised of 52 weeks and ended on June [added: 28, 2024 and June] 30, [removed: 2023] [added: 2023, respectively.* *Fiscal year 2026 will be comprised of 53 weeks] and [added: will end on] July [removed: 1, 2022, respectively.][added: 3, 2026.*]

*•Overview of Fiscal Year [removed: 2023.*] [added: 2024.*] Highlights of events in fiscal year [removed: 2023] [added: 2024] that impacted our financial position.

- *Results of Operations.* Analysis of our financial results comparing fiscal years [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Overview of Fiscal Year [removed: 2023][added: 2024]

During fiscal year [removed: 2023,] [added: 2024,] we shipped [removed: 441] [added: 398] exabytes of HDD storage capacity.

We generated revenue of approximately [removed: $7.4] [added: $6.6] billion with a gross margin of [removed: 18%.][added: 23%.]

Refer to [removed: “] [added: “Part II,] Item 8.

Financial Statements and Supplementary Data—*Note [removed: 7.][added: 18.]

For a further discussion of the uncertainties and business [removed: risks associated with the COVID-19 pandemic,] [added: risks,] see “Part I, Item 1A.

Financial Statements and Supplementary Data—*Note [removed: 14.][added: 18.]

| (Dollars in millions) | | | | | | June [removed: 30, 2023] [added: 28, 2024] | | | | | | [removed: July 1, 2022] [added: June 30, 2023] | | |

| Revenue | | | | | | $ | [removed: 7,384] [added: 6,551] | | | | | $ | [removed: 11,661] [added: 7,384] | |

| Cost of revenue | | | | | | [removed: 6,033] [added: 5,015] | | | | | | [removed: 8,192] [added: 6,033] | | |

| Gross profit | | | | | | [removed: 1,351] [added: 1,536] | | | | | | [removed: 3,469] [added: 1,351] | | |

| Product development | | | | | | [removed: 797] [added: 654] | | | | | | [removed: 941] [added: 797] | | |

| Marketing and administrative | | | | | | [removed: 491] [added: 460] | | | | | | [removed: 559] [added: 491] | | |

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

| BIS settlement penalty | | | | | | [removed: 300] [added: —] | | | | | | [removed: —] [added: 300] | | |

| Restructuring and other, net | | | | | | [removed: 102] [added: (30)] | | | | | | [removed: 3] [added: 102] | | |

| [removed: (Loss) income] [added: Income (loss)] from operations | | | | | | [removed: (342)] [added: 452] | | | | | | [removed: 1,955] [added: (342)] | | |

| Other expense, net | | | | | | [removed: (154)] [added: (7)] | | | | | | [removed: (276)] [added: (154)] | | |

| [removed: (Loss) income] [added: Income (loss)] before income taxes | | | | | | [removed: (496)] [added: 445] | | | | | | [removed: 1,679] [added: (496)] | | |

| Provision for income taxes | | | | | | [removed: 33] [added: 2] | | | | | | [removed: 30] [added: —] | | |

| Net [added: Income] (loss) [removed: income] | | | | | | $ | [removed: (529)] [added: 335] | | | | | $ | [removed: 1,649] [added: (529)] | |

| | | | | | | June [removed: 30, 2023] [added: 28, 2024] | | | | | | [removed: July 1, 2022] [added: June 30, 2023] | | |

| Cost of revenue | | | | | | [removed: 82] [added: 77] | | | | | | [removed: 70] [added: 82] | | |

| Gross margin | | | | | | [removed: 18] [added: 23] | | | | | | [removed: 30] [added: 18] | | |

| Product development | | | | | | [removed: 11] [added: 10] | | | | | | [removed: 8] [added: 11] | | |

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

| BIS settlement penalty | | | | | | [removed: 4] [added: —] | | | | | | [removed: —] [added: 4] | | |

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

| Operating margin | | | | | | [removed: (5)] [added: 6] | | | | | | [removed: 17] [added: (5)] | | |

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

| [removed: (Loss) income] [added: Income (loss)] before income taxes | | | | | | [removed: (7)] [added: 6] | | | | | | [removed: 14] [added: (7)] | | |

| Provision for income taxes | | | | | | [removed: —] [added: 110] | | | | | | [removed: —] [added: 33] | | |

| Net [added: Income] (loss) [removed: income] | | | | | | [removed: (7)] [added: 4] | | % | | | | [removed: 14] [added: (7)] | | % |

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

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

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Our operating cash flow was $918 million and we paid $585 million in dividends.

We issued $1.5 billion of exchangeable notes to primarily retire our term loans of $1.3 billion.

Additionally, in April 2024, we sold certain intellectual property, equipment and other assets related to the design, development and manufacture of our System-on-Chip (“SoC”) products to Avago Technologies International Sales Pte.

Limited, a subsidiary of Broadcom Inc., for $600 million and we recorded a net gain of $313 million from this business divestiture.

In connection with the transaction, the Company also restructured certain pre-existing purchase agreements.

Divestiture*” for more details.

During fiscal year 2024, we experienced ongoing recovery within the global cloud market, reflecting continued improvement in end-market demand.

Demand recovery for our high capacity nearline drives has been faster than anticipated, which has extended product lead times and led to tighter overall supply conditions.

We continued to exercise cost discipline and implement pricing actions to improve operational efficiency and profitability.

We believe that we are in the early stage of an industry-wide demand recovery and AI application deployment, however we expect the macroeconomic environment to remain dynamic and continue to impact our business and results of operations.

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| | | | | | | June 28, 2024 | | | | | | June 30, 2023 | | |

________________________________________________

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| Revenue | | | | | | $ | 6,551 | | | | | $ | 7,384 | | | | | $ | (833) | | | | | (11) | | % |

Revenue in fiscal year 2024 decreased approximately 11%, or $833 million, from fiscal year 2023, primarily due to a decrease in exabytes shipped as a result of lower broad-based market demand, slightly offset by an increase in revenue driven by favorable pricing actions undertaken by the Company.

In the fiscal year 2024, total warranty cost was 0.8% of revenue and included an unfavorable change in estimates of prior warranty accruals of 0.1% of revenue primarily due to changes to our estimated future product return rates.

Warranty cost related to new shipments was 0.8%, 0.7% and 0.7% of revenue for the fiscal years 2024, 2023 and 2022, respectively.

| (Dollars in millions) | | | | | | June 28, 2024 | | | | | | June 30, 2023 | | | | | | Change | | | | | | % Change | | |

*Product Development Expense.* Product development expenses for fiscal year 2024 decreased by $143 million from fiscal year 2023 primarily due to a $112 million decrease in compensation and other employee benefits as a result of workforce and temporary salary reductions, a $49 million decrease in depreciation expense and a $7 million decrease in materials expense, partially offset by a $24 million increase in lease expense as we sold and leased back certain properties.

*Restructuring and Other, net.* Restructuring and other, net for fiscal year 2024 was a benefit of $30 million primarily related to the net gain from the sale and leaseback transaction during the December 2023 quarter.

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| (Dollars in millions) | | | | | | June 28, 2024 | | | | | | June 30, 2023 | | | | | | Change | | | | | | % Change | | |

Other expense, net for fiscal year 2024 decreased by $147 million compared to fiscal year 2023 primarily due to a $313 million gain from the sale of SoC operations (refer to “Item 8.

Divestiture*” for more details), a $104 million of net gain recognized from the termination of interest rate swaps associated with the repayment of term loans and a $5 million net increase in interest income in fiscal year 2024.

| (Dollars in millions) | | | | | | June 28, 2024 | | | | | | June 30, 2023 | | | | | | Change | | | | | | % Change | | |

During the third quarter of fiscal year 2024, we established Singapore as our principal executive offices.

Since we established Singapore as our principal executive offices in fiscal year 2024, the Singaporean statutory rate of 17% is used for purposes of the reconciliation between the provision for income taxes at the statutory rate and our effective tax rate.

For fiscal years 2023 and 2022, a notional Irish statutory rate of 25% was used.

Our income tax provision recorded for fiscal years 2024 differed from the provision for income taxes that would be derived by applying the Singaporean statutory rate of 17% to income before income taxes, primarily due to the net effect of (i) changes in valuation allowance and (ii) current year generation of research credits.

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| (Dollars in millions) | | | | | | June 28, 2024 | | | | | | June 30, 2023 | | | | | | Change | | |

| (Dollars in millions) | | | | | | June 28, 2024 | | | | | | June 30, 2023 | | |

| Effect of foreign currency exchange rates | | | | | | 1 | | | | | | — | | |

- an increase of $243 million in other assets and liabilities, primarily related to the restructuring of pre-existing purchase agreements as a result of the sale of SoC operations.

Divestiture*” for more details;

- a decrease of $192 million in accounts receivable, primarily due to lower revenue and higher accounts receivable factoring; and

- an increase of $25 million cash proceeds received from the settlement of certain interest rate swap agreements; partially offset by

- a decrease of $183 million in accrued expenses primarily due to lower restructuring activities; and

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

Our operating cash flow was $942 million.

We repurchased approximately 5 million of our ordinary shares for $408 million and paid $582 million in dividends.

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.

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.

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

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.

Restructuring and Exit Costs*” for more details.

We continue to actively monitor the effects and potential impacts of inflation, other macroeconomic factors 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.

We are complying with governmental rules and guidelines across all of our sites.

Although we are unable to predict the future impact on our business, results of operations, liquidity or capital resources at this time, we expect we will continue to be negatively affected if the 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 ramifications.

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.

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

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

____________________________________________________________

| 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.

*Product Development Expense.* Product development expenses for fiscal year 2023 decreased by $144 million from fiscal year 2022 primarily due to a $70 million decrease in variable compensation and related benefit expenses, a $51 million decrease in compensation and other employee benefits primarily from the reduction in headcount as a result of our October 2022 and April 2023 restructuring plans and a temporary salary reduction program, a $14 million decrease in material expense and a $6 million decrease in equipment expense.

*Amortization of Intangibles.* Amortization of intangibles for fiscal year 2023 decreased by $8 million, as compared to fiscal year 2022, due to certain intangible assets that reached the end of their useful lives.

*BIS settlement penalty.* The BIS settlement penalty for fiscal year 2023 was $300 million, related to BIS’ allegations of violations of the EAR, which were resolved by the Settlement Agreement in April 2023.

*Restructuring and Other, net.* Restructuring and other, net for fiscal year 2023 was $102 million, primarily comprised of workforce reduction costs and other exit costs under our October 2022 and April 2023 restructuring plans, partially offset by gains from the sale of certain properties and assets of $167 million.

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

Despite a consolidated loss on a worldwide basis, we still have taxes payable on a global basis due to guaranteed earnings reported in certain jurisdictions as compared to fiscal year 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into U.S. law.

The legislation includes a new corporate alternative minimum tax (the “CAMT”) of 15% on the adjusted financial statement income (“AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period.

Although CAMT is effective for us beginning in fiscal year 2024, Seagate does not meet the criteria to be subject to CAMT for fiscal year 2024.

We anticipate that our effective tax rate in future periods will generally be less than the Irish statutory rate based on our ownership structure, our intention to indefinitely reinvest earnings from our subsidiaries outside of Ireland and the potential future changes in our valuation allowance for deferred tax assets.

Our cash and cash equivalents increased by $171 million from July 1, 2022 primarily as a result of net cash of $942 million provided by operating activities, net proceeds of $1.6 billion from issuance of long-term debt and proceeds from the sale of assets of $534 million, partially offset by repayment of long-term debt of $1.6 billion, payment of dividends to our shareholders of $582 million, repurchases of our ordinary shares of $408 million, and payments for capital expenditures of $316 million.

- an increase of $374 million in accounts receivable, primarily due to linearity of sales; and

As of June [removed: 30, 2023,] [added: 28, 2024,] we had no available-for-sale [removed: debt securities] [added: investments] that had been in a continuous unrealized loss position for a period greater than 12 months.

We had no impairments related to credit losses for available-for-sale [removed: debt securities] [added: investments] as of June [removed: 30, 2023.][added: 28, 2024.]

We [added: have fixed rate debt obligations, which we] enter into [removed: debt obligations] for general corporate purposes including capital expenditures and working capital needs.

We [removed: have] [added: previously] entered into certain interest rate swap agreements to convert the variable interest rate on the Term Loans to fixed interest rates.

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

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 June [removed: 30, 2023.][added: 28, 2024.]

| (Dollars in millions, except percentages) | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value at June [removed: 30, 2023] [added: 28, 2024] | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | | | | | | |

| Floating rate | | | | | | $ | [removed: 74] [added: 388] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 74] [added: 388] | | | | | $ | [removed: 74] [added: 338] | |

| Average interest rate | | | | | | [removed: 5.12] [added: 5.31] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.12] [added: 5.31] | | % | | | | | | |

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

| Average interest rate | | | | | | [removed: —] [added: 4.75] | | % | | | | [removed: 4.75] [added: —] | | % | | | | [removed: —] [added: 4.88] | | % | | | | [removed: 4.88] [added: 3.50] | | % | | | | [removed: —] [added: 4.09] | | % | | | | [removed: 6.88] [added: 7.38] | | % | | | | [removed: 6.40] [added: 5.64] | | % | | | | | | |

The table below provides information as of June [removed: 30, 2023] [added: 28, 2024] about our foreign currency forward exchange contracts.

| Thai Baht | | | | | | [removed: 145] [added: 21] | | | | | | [removed: $] [added: 35.24] | [removed: 33.96] | | | | | [removed: (5)] [added: (1)] | | |

| Chinese Renminbi | | | | | | [removed: 76] [added: 29] | | | | | | [removed: $] [added: 7.10] | [removed: 6.83] | | | | | [removed: (3)] [added: 1] | | |

| British Pound Sterling | | | | | | [removed: 65] [added: 9] | | | | | | [removed: $] [added: 0.78] | [removed: 0.81] | | | | | [removed: 2] [added: —] | | |

We also manage the notional amount of contracts entered into with any one [removed: counterparty,] [added: counterparty] and we maintain limits on maximum tenor of contracts based on the credit rating of the financial institution.

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

We are subject to equity market risks due to changes in the fair value of the notional investments selected by our employees as part of our non-qualified deferred compensation plan—the [removed: Seagate Deferred Compensation Plan (the “SDCP”).][added: SDCP.]

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

On September 13, 2023, we terminated our interest rate swap agreements as we repaid the Term Loans.

| Fixed rate | | | | | | $ | 479 | | | | | $ | — | | | | | $ | 505 | | | | | $ | 1,500 | | | | | $ | 495 | | | | | $ | 2,750 | | | | | $ | 5,729 | | | | | $ | 6,342 | |

For more information about our debt and use of derivative instruments, see “Item 8.

Financial Statements and Supplementary Data—*Note 8.

Derivative Financial Instruments*” of this Annual Report.

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| Singapore Dollar | | | | | | $ | 141 | | | | | $ | 1.35 | | | | | $ | — | |

| Total | | | | | | $ | 200 | | | | | | | | | | | $ | — | |

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We have fixed rate and variable rate debt obligations.

Our Term Loans bear interest at a variable rate equal to Secured Overnight Financing Rate (“SOFR”) plus a variable margin.

As of June 30, 2023, the aggregate notional amount of the Company’s interest-rate swap contracts was $1.3 billion, of which $429 million will mature through September 2025 and $859 million will mature through July 2027.

| 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 | | % | | | | | | |

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

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

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

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

Mass capacity storage involves well-established use [removed: cases—such] [added: cases, such] as hyperscale data centers and [added: private and] public clouds as well as emerging use cases.

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

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

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

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

[removed: By 2027,] [added: It is expected that by 2028,] nearly [removed: 71%] [added: 76%] of the world’s data will be generated in the core and edge, up from [removed: 54%] [added: 58%] in [removed: 2022.][added: 2023.]

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, which we expect will have a positive impact on storage demand.][added: cloud.]

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

The utilization of [removed: public and] private [removed: hyperscale] [added: and public cloud] storage and open-source solutions is reducing the total cost of ownership of storage while increasing the speed and efficiency with which customers can leverage massive computing and storage devices.

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

Conversely, during periods where demand exceeds supply, [added: we usually have better pricing power and] price erosion is generally muted.

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

[removed: Areal density] [added: - areal density, which] is [removed: measured by] [added: a measurement of the] storage capacity per square inch on the recording surface of a [removed: disk.][added: disk;]

The [added: total] storage capacity of a disk drive is determined by the size and number of disks it contains as well as the areal density capability of these disks.

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

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 optimized which would lead to factory underutilization charges as we experienced in fiscal [removed: year] [added: years 2024 and] 2023.

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

*Enterprise Nearline HDDs.* Our high-capacity enterprise [removed: HDDs] [added: HDDs, including HAMR-based Mozaic drives,] ship in capacities of up to [removed: 30TB.][added: 32TB.]

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

*Enterprise [removed: Nearline] SSDs.* Our enterprise SSDs are designed for high-performance, hyperscale, high-density and cloud applications.

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: 24TB.][added: 30TB.]

*Mission Critical HDDs and SSDs.* [removed: We] [added: Although we have stopped offering 15,000 RPM HDDs, we] continue to support 10,000 [removed: and 15,000] RPM HDDs, offered in capacities up to 2.4TB, which enable increased throughput while improving energy efficiency.

*Consumer Solutions.* Our external storage [removed: solutions,] [added: solutions] with capacities up to [removed: 20TB] [added: 24TB] are shipped, under the Seagate Ultra Touch, One Touch, Expansion and Basics product lines, as well as under the LaCie brand name.

*Lyve.* Lyve is our [added: as-a-service] platform built with mass data in mind.

[removed: In addition, with limited lead-time,] [added: Historically,] customers [removed: may] [added: could] defer [added: or cancel] most purchase orders without significant penalty.

Financial Statements and Supplementary Data—*Note [removed: 16.][added: 17.]

[removed: Business Segment and Geographic Information*”] [added: Revenue*”] contained in this report for a description of our major customers.

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

As of June [removed: 30, 2023,] [added: 28, 2024,] we had approximately [removed: 4,200] [added: 4,000] U.S. patents and [removed: 450] [added: 300] patents issued in various [removed: foreign jurisdictions] [added: non-U.S. jurisdictions,] as well as approximately [removed: 350] [added: 150] U.S. and 100 [removed: foreign] [added: non-U.S.] patent applications pending.

Our operations are subject to [added: U.S. and foreign] laws and regulations [removed: in the various jurisdictions in which we operate] relating to the protection of the environment, including those governing discharges of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites.

We have established [added: an] environmental management [removed: systems] [added: system] and continually [added: review and] update [added: our] environmental policies and standard operating procedures for our operations [removed: worldwide.][added: worldwide as needed.]

Some environmental laws, such as the U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980 (as amended, the “Superfund” law) and its state equivalents, can impose liability for the cost of cleanup of contaminated sites upon any of the current or former site owners or [removed: operators] [added: operators,] or upon parties who sent waste to these sites, regardless of whether the owner or operator owned the site at the time of the release of hazardous substances or the lawfulness of the original disposal activity.

Based on [added: our] current estimates of cleanup costs and our expected allocation of these costs, we do not expect costs in connection with these sites to be material.

We may be subject to various state, federal and international laws and regulations governing [removed: environmental matters,] [added: the environment,] including those restricting the presence of certain substances in electronic products.

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 [added: products, put on the market after July 1, 2006.]

Similar legislation has been or may be enacted in other jurisdictions, including in [removed: the U.S.,] Canada, [added: China, Japan,] Mexico, Taiwan, [removed: China] [added: the U.S.] and [removed: Japan.][added: others.]

If we or our suppliers fail to comply with the substance restrictions, recycle [added: content] requirements or other environmental requirements as they are enacted worldwide, it could have a materially adverse effect on our business.

As of June [removed: 30, 2023,] [added: 28, 2024,] we employed approximately [removed: 33,400 employees and temporary] [added: 30,000 full-time] employees worldwide, of which approximately [removed: 27,100] [added: 25,200] were located in our Asia operations.

We rely on our diverse workforce to develop, deliver and sustain our business strategy [removed: and] [added: to] achieve our goals.

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

We are a leading provider of data storage technology and infrastructure solutions that enable enterprises and end users to confidently store and unlock the value of their data.

Our HDD and SSD product portfolio

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In January 2024, the Company established Singapore as its principal executive offices to better align its operational footprint.

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The leading hyperscale data center companies are also implementing advanced AI technologies to enhance their business growth.

To support this AI-driven expansion, they are increasing the storage capacity of both AI-specific and traditional cloud infrastructure.

In the “Worldwide Global DataSphere Forecast, 2024-2028”, published by the International Data Corporation1 (“IDC”), the global datasphere is forecasted to grow at a compound rate of more than 24% over the next five years to reach 394 zettabytes by 2028.

Additionally, the proliferation of generative AI applications is expected to accelerate the creation of digital content such as text, images and video over the long-term.

We expect these trends will have a positive impact on storage demand.

1 Worldwide IDC Global DataSphere Forecast, 2024–2028: AI Everywhere, But Upsurge in Data Will Take Time, Doc #US52076424, May 2024.

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As production lead-times for our latest generation of high-capacity HDDs have extended, we began to require longer term demand forecasts and commitments from customers to improve supply predictability and create greater alignment between supply and demand.

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These solutions, including modular hardware and software delivered in a consumption-based model, support enterprises’ on-premise and cloud storage infrastructure needs.

However, during fiscal year 2024, as production lead-times extended for our latest generation of high-capacity hard disk drives, we began to require longer term demand forecasts and commitments, with potential cancellation charges across key global OEM customers which was necessary to improve supply predictability and align supply with customer demand requirements.

While not entirely eliminating order deferments or cancellations from our key OEM customers, we expect these changes will dampen demand volatility over time.

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- Western Digital Corporation.

We believe our HDDs’ supply and demand were well balanced for most of fiscal year 2024 leading to flat to higher pricing, compared to higher than usual price erosion in fiscal year 2023 driven primarily by demand contraction.

Our legacy markets, such as consumer

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At each of these sites, we have an assigned portion of the financial exposure based on the type and amount of hazardous substances disposed of by each party at the site and the number of financially viable parties.

We have fulfilled our responsibilities at some of these sites and remain involved in only a few at this time.

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Our most recent ERG is the Parents and Caregivers community across the Asia region, which addresses dependent care challengers and employee well-being.

We also support inclusion through active employee communications, and education on topics such as cross-cultural communications and working across generations.

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observe during their career at Seagate.

We conducted several additional surveys across Seagate’s global footprint, which were followed by employee and leader connection sessions at the regional and site levels, for the continuous improvement of internal communications and business planning.

With the launch of our new Mozaic 3+ hard drive platform, we also re-affirmed our commitment to support STEM in our local communities with a program called “Month of Impact” which encouraged employees to volunteer by inspiring the next generation of innovators through various programs.

Examples of employee participation include Take Your Sons and Daughters to work events, K-12 tech talks to educate students about emerging technologies, and volunteering at local science museums and universities.

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James C.

Mr. Lee oversees all legal operations, government relations and public policy at Seagate.

Before joining our company, Mr. Lee served as Senior Vice President, General Counsel & Corporate Secretary at Maxar Technologies, a space technology company, from April 2019 to June 2024.

Prior to Maxar Technologies, Mr. Lee worked at Aramark Corporation, a food and facilities service provider, for 15 years.

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We are a leading provider of data storage technology and infrastructure solutions.

This trend is reshaping the storage system and subsystem market, driving both innovation in system design and changes in the competitive landscape of large storage system vendors.

In the “Worldwide Global DataSphere Forecast, 2023-2027”, published by the International Data Corporation (“IDC”), the global datasphere is forecasted to grow from 106 zettabytes in 2022 to 291 zettabytes by 2027.

SSDs complement hyperscale

The E-block and the

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

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

We collaborate with certain partners to maximize accessibility and provide extensive interconnect opportunities for additional cloud services and geographical expansion.

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

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

Anticipated orders from 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.

- Western Digital Corporation, operating the Western Digital, Hitachi Global Storage Technologies and SanDisk brands.

We believe the HDD industry, in the prevailing supply and demand environment, experienced higher than usual price erosion in fiscal year 2023 and modest price erosion in fiscal year 2022.

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

In addition, we are investing in upskilling and re-deploying employees as needed to support our future growth and respond to the changing demands of the business.

The program is reflective of Seagate’s vertically integrated model, with multiple large facilities across EMEA, Asia and the United States.

Accordingly, the program is highly localized, involving a cross-functional process to identify and execute on opportunities that are meaningful locally.

We maintain an emphasis on STEM, targeting K-12 students, supporting STEM efforts in a way that is age-appropriate and allows for fun as well as learning.

In fiscal year 2023 we continued pivoting to virtual engagements and funding of STEM partners as they worked to deliver their programs online or in a socially distanced manner.

Katherine E.

From 2011 to January 2016, Ms. Schuelke was the Senior Vice President, General Counsel and Secretary at Altera Corporation (“Altera”), a manufacturer of programmable logic devices.

Prior to that, Ms. Schuelke was Vice President, General Counsel, and Secretary at Altera from 2001 to 2011.

At Altera, she held other positions of increasing responsibility from 1996 through 2001.

Ms. Schuelke began her career at an international law firm.

Ms. Schuelke serves on the board of directors of SiTime Corporation, a provider of silicon timing solutions, and on its Compensation and Nominating and Corporate Governance Committees.

For the fiscal year ended June [removed: 30, 2023][added: 28, 2024]

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

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of December [removed: 30, 2022,] [added: 29, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $10.1] [added: $17.8] billion based upon the closing price reported for such date by the NASDAQ.

The number of outstanding ordinary shares of the registrant as of July [removed: 31, 2023] [added: 30, 2024] was [removed: 207,393,242.][added: 210,195,239.]

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: 23, 2023,] [added: 19, 2024,] 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 June [removed: 30, 2023.][added: 28, 2024.]

| 1A. | | | [Risk [removed: Factors](#i30ffd275ea7146b3bef24f3b3edac286_22)] [added: Factors](#ifda2abf4d41741a18402fc27f109c142_22)] | | | [removed: [15](#i30ffd275ea7146b3bef24f3b3edac286_22)] [added: [15](#ifda2abf4d41741a18402fc27f109c142_22)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i30ffd275ea7146b3bef24f3b3edac286_25)] [added: Comments](#ifda2abf4d41741a18402fc27f109c142_25)] | | | [removed: [32](#i30ffd275ea7146b3bef24f3b3edac286_25)] [added: [34](#ifda2abf4d41741a18402fc27f109c142_25)] | | |

| 3 | | | [Legal [removed: Proceedings](#i30ffd275ea7146b3bef24f3b3edac286_31)] [added: Proceedings](#ifda2abf4d41741a18402fc27f109c142_31)] | | | [removed: [33](#i30ffd275ea7146b3bef24f3b3edac286_31)] [added: [36](#ifda2abf4d41741a18402fc27f109c142_31)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i30ffd275ea7146b3bef24f3b3edac286_34)] [added: Disclosures](#ifda2abf4d41741a18402fc27f109c142_34)] | | | [removed: [33](#i30ffd275ea7146b3bef24f3b3edac286_34)] [added: [36](#ifda2abf4d41741a18402fc27f109c142_34)] | | |

| 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i30ffd275ea7146b3bef24f3b3edac286_40)] [added: Securities](#ifda2abf4d41741a18402fc27f109c142_40)] | | | [removed: [34](#i30ffd275ea7146b3bef24f3b3edac286_40)] [added: [37](#ifda2abf4d41741a18402fc27f109c142_40)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i30ffd275ea7146b3bef24f3b3edac286_46)] [added: Operations](#ifda2abf4d41741a18402fc27f109c142_46)] | | | [removed: [35](#i30ffd275ea7146b3bef24f3b3edac286_46)] [added: [38](#ifda2abf4d41741a18402fc27f109c142_46)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i30ffd275ea7146b3bef24f3b3edac286_58)] [added: Risk](#ifda2abf4d41741a18402fc27f109c142_58)] | | | [removed: [45](#i30ffd275ea7146b3bef24f3b3edac286_58)] [added: [47](#ifda2abf4d41741a18402fc27f109c142_58)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#i30ffd275ea7146b3bef24f3b3edac286_61)] [added: Data](#ifda2abf4d41741a18402fc27f109c142_61)] | | | [removed: [48](#i30ffd275ea7146b3bef24f3b3edac286_61)] [added: [49](#ifda2abf4d41741a18402fc27f109c142_61)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i30ffd275ea7146b3bef24f3b3edac286_142)] [added: Disclosure](#ifda2abf4d41741a18402fc27f109c142_148)] | | | [removed: [91](#i30ffd275ea7146b3bef24f3b3edac286_142)] [added: [87](#ifda2abf4d41741a18402fc27f109c142_148)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i30ffd275ea7146b3bef24f3b3edac286_145)] [added: Procedures](#ifda2abf4d41741a18402fc27f109c142_151)] | | | [removed: [91](#i30ffd275ea7146b3bef24f3b3edac286_145)] [added: [87](#ifda2abf4d41741a18402fc27f109c142_151)] | | |

| 9B. | | | [Other [removed: Information](#i30ffd275ea7146b3bef24f3b3edac286_148)] [added: Information](#ifda2abf4d41741a18402fc27f109c142_154)] | | | [removed: [91](#i30ffd275ea7146b3bef24f3b3edac286_148)] [added: [88](#ifda2abf4d41741a18402fc27f109c142_154)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i30ffd275ea7146b3bef24f3b3edac286_151)] [added: Inspections](#ifda2abf4d41741a18402fc27f109c142_160)] | | | [removed: [92](#i30ffd275ea7146b3bef24f3b3edac286_151)] [added: [88](#ifda2abf4d41741a18402fc27f109c142_160)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i30ffd275ea7146b3bef24f3b3edac286_157)] [added: Governance](#ifda2abf4d41741a18402fc27f109c142_166)] | | | [removed: [93](#i30ffd275ea7146b3bef24f3b3edac286_157)] [added: [89](#ifda2abf4d41741a18402fc27f109c142_166)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i30ffd275ea7146b3bef24f3b3edac286_163)] [added: Matters](#ifda2abf4d41741a18402fc27f109c142_172)] | | | [removed: [93](#i30ffd275ea7146b3bef24f3b3edac286_163)] [added: [89](#ifda2abf4d41741a18402fc27f109c142_172)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i30ffd275ea7146b3bef24f3b3edac286_166)] [added: Independence](#ifda2abf4d41741a18402fc27f109c142_175)] | | | [removed: [93](#i30ffd275ea7146b3bef24f3b3edac286_166)] [added: [89](#ifda2abf4d41741a18402fc27f109c142_175)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i30ffd275ea7146b3bef24f3b3edac286_169)] [added: Services](#ifda2abf4d41741a18402fc27f109c142_178)] | | | [removed: [93](#i30ffd275ea7146b3bef24f3b3edac286_169)] [added: [89](#ifda2abf4d41741a18402fc27f109c142_178)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i30ffd275ea7146b3bef24f3b3edac286_175)] [added: Schedules](#ifda2abf4d41741a18402fc27f109c142_184)] | | | [removed: [94](#i30ffd275ea7146b3bef24f3b3edac286_175)] [added: [90](#ifda2abf4d41741a18402fc27f109c142_184)] | | |

Seagate, Seagate Technology, LaCie, [removed: Maxtor, Lyve] [added: Lyve, MACH.2, Mozaic] 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.

121 Woodlands Avenue 5,

Singapore

739009

Telephone: (65) 6018-2562

| | | | [PART I](#ifda2abf4d41741a18402fc27f109c142_16) | | | | | |

| 1 | | | [Business](#ifda2abf4d41741a18402fc27f109c142_19) | | | [3](#ifda2abf4d41741a18402fc27f109c142_19) | | |

| 1C. | | | [Cybersecurity](#ifda2abf4d41741a18402fc27f109c142_1553) | | | [34](#ifda2abf4d41741a18402fc27f109c142_1553) | | |

| 2 | | | [Properties](#ifda2abf4d41741a18402fc27f109c142_28) | | | [36](#ifda2abf4d41741a18402fc27f109c142_28) | | |

| | | | [PART II](#ifda2abf4d41741a18402fc27f109c142_37) | | | | | |

| 6 | | | [\[Reserved\]](#ifda2abf4d41741a18402fc27f109c142_43) | | | [38](#ifda2abf4d41741a18402fc27f109c142_43) | | |

| | | | [PART III](#ifda2abf4d41741a18402fc27f109c142_163) | | | | | |

| 11 | | | [Executive Compensation](#ifda2abf4d41741a18402fc27f109c142_169) | | | [89](#ifda2abf4d41741a18402fc27f109c142_169) | | |

| | | | [PART IV](#ifda2abf4d41741a18402fc27f109c142_181) | | | | | |

| | | | [EXHIBIT INDEX](#ifda2abf4d41741a18402fc27f109c142_187) | | | [91](#ifda2abf4d41741a18402fc27f109c142_187) | | |

| | | | [SIGNATURES](#ifda2abf4d41741a18402fc27f109c142_190) | | | [98](#ifda2abf4d41741a18402fc27f109c142_190) | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

38/39 Fitzwilliam Square

Dublin 2, Ireland

D02 NX53

| | | | [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) | | |

Risk Management and Strategy

We have implemented a cybersecurity risk management program designed to identify, assess and manage material risks from cybersecurity threats based on relevant industry standards.

The cybersecurity program is reviewed at least annually by the Audit and Finance Committee (as defined below) and organizational leaders, as well as whenever there is a material change in our business practices or a change in applicable law that may reasonably affect our response procedures.

In addition, we regularly assess the design and operational effectiveness of the program’s key processes and controls, including our preparedness to respond to cybersecurity incidents that may adversely affect the confidentiality, integrity or availability of our information systems or any information residing therein.

Cybersecurity risk management is an important part of our overall risk management efforts.

We conduct mandatory cybersecurity awareness training for all employees, regardless of level or title, each year and provide additional training for designated roles, such as incident response personnel and senior management, on a case-by-case basis.

We perform enterprise and site tabletop exercises annually to test our incident response procedures, identify gaps and improvement opportunities and exercise team preparedness.

Information about cybersecurity risks and our risk management processes is collected, analyzed and considered as part of our overall risk management program.

We periodically engage independent security firms and other third-party experts, where appropriate, to assess, test and certify components of our cybersecurity program, and to otherwise assist with aspects of our cybersecurity processes and controls.

As part of our overall risk mitigation strategy, we maintain insurance coverage that is intended to address certain aspects of cybersecurity risks, however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches and incidents, cyberattacks and other related matters.

In addition, we maintain a third-party cyber risk management process for vendors including, among other things, a security assessment and contracting program for vendors based on our assessment of their risk profile and periodic monitoring regarding adherence to applicable cybersecurity standards.

We require our third-party service providers and suppliers to implement and maintain appropriate security measures commensurate with their risk profile and the scope of work being performed.

We reassess third-party risk profiles periodically, request changes as we deem necessary based on that review, and require all third parties to promptly report any suspected breach of their security measures that may affect us.

As of the date of this report, we have not identified any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

Despite our security measures, however, we are unable to eliminate all cybersecurity threats.

Accordingly, there can be no assurance that we have not experienced undetected security breaches or incidents, or that we will not experience a security breach or incident in the future.

For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

Governance

Our Board of Directors (the “Board”) considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit and Finance Committee of the Board (the “Audit and Finance Committee”) oversight of cybersecurity and other information technology risks, including our plans designed to mitigate cybersecurity risks and to respond to data breaches.

The Audit and Finance Committee receives regular reports (at least quarterly) from our Chief Information Security Officer (“CISO”) and our Senior Vice President and Chief Information Officer (“CIO”) on cybersecurity matters.

These reports include a range of topics, including, as applicable, our cybersecurity risk profile, the current cybersecurity and emerging threat landscape, the status of any ongoing cybersecurity or other enterprise security risk management initiatives, incident reports and the results of internal and external assessments of our information systems.

The Audit and Finance Committee also annually reviews the adequacy and effectiveness of our information and technology security processes and the internal controls regarding information and technology security and cybersecurity, and periodically receives updates from our internal audit function on the results of our cybersecurity audits and related mitigation activities.

The Audit and Finance Committee reports to the Board regarding its activities, including those related to cybersecurity.

The Board also receives a briefing from management on our cyber risk management program at least annually.

Board members receive presentations on cybersecurity matters from our CISO and CIO, information security team or external experts as part of the Board’s continuing education on topics that impact public companies.

At the management level, our CISO leads our enterprise-wide cybersecurity program, and is responsible for assessing and managing our material risks from cybersecurity threats.

In performing his role, our CISO is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity risks and incidents through various means, which may include, among other things, briefings with internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in our IT environment.

Our CISO reports to our CIO who, in turn, reports directly to our CFO.

Our CISO is an experienced cybersecurity executive with more than 20 years of experience building and leading cybersecurity, risk management, and information technology teams.

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

Our principal executive offices are located in [removed: Ireland.][added: Singapore.]

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

Our material manufacturing, product development and marketing and administrative facilities at June [removed: 30, 2023] [added: 28, 2024] are as follows:

| Minnesota | | | | | | Owned/Leased | | | | | | [removed: 1,096,000] [added: 1,168,000] | | | | | | Manufacture of recording heads and product development | | |

| Ayer Rajah | | | | | | Leased | | | | | | [removed: 410,000] [added: 440,000] | | | | | | Product development, administrative and operational offices | | |

| Korat | | | | | | Owned/Leased | | | | | | [removed: 2,710,000] [added: 2,706,000] | | | | | | Manufacture of drives and drive subassemblies | | |

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

As of June [removed: 30, 2023,] [added: 28, 2024,] we owned or leased a total of approximately [removed: 9.8] [added: 9.6] million square feet of space worldwide.

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

As of July [removed: 31, 2023,] [added: 30, 2024,] there were approximately [removed: 487] [added: 467] holders of record of our ordinary shares.

We did not sell any of our equity securities during fiscal year [removed: 2023] [added: 2024] 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: 29, 2018] [added: 28, 2019] to June [removed: 30, 2023.][added: 28, 2024.]

The graph assumes that on June [removed: 29, 2018,] [added: 28, 2019,] $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: 6/29/2018] | | | | | | 6/28/2019 | | | | | | 7/3/2020 | | | | | | 7/2/2021 | | | | | | 7/1/2022 | | | | | | 6/30/2023 | | | [added: 6/28/2024 | | |]

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

As of June [removed: 30, 2023,] [added: 28, 2024,] $1.9 billion remained available for repurchase [removed: of ordinary shares] under the existing repurchase authorization [removed: limits] [added: limit] authorized by our Board of [removed: Directors on October 21, 2020 and February 22, 2021.][added: Directors.]

The following table sets forth information with respect to all repurchases of our ordinary shares made during the fiscal year ended June [removed: 30, 2023,] [added: 28, 2024,] including statutory tax withholdings related to vesting of employee equity awards (in millions, except average price paid per share):

| Period | | | | | | Total Number of Shares [removed: Purchased] [added: Repurchased] (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 [removed: (1)] | | |

| 1st Quarter through 3rd Quarter of Fiscal Year [removed: 2023] [added: 2024] | | | | | | [removed: 6] [added: 1] | | | | | | [removed: $] [added: —] | [removed: 74.55] | | | | | [removed: 6] [added: 1] | | | | | | | | | | | | $ | [removed: 1,924] [added: 1,891] | |

| April [removed: 29, 2023] [added: 27, 2024] through May [removed: 26, 2023] [added: 31, 2024] | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | [removed: 1,924] [added: 1,890] | | |

| Through 4th Quarter of Fiscal Year [removed: 2023] [added: 2024] | | | | | | [removed: 6] [added: 1] | | | | | | | | | | | | [removed: 6] [added: 1] | | | | | | | | | | | | $ | [removed: 1,921] [added: 1,883] | |

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

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

| Seagate Technology Holdings plc | | | | | | | | | $ | 100.00 | | | | | $ | 105.72 | | | | | $ | 202.47 | | | | | $ | 165.96 | | | | | $ | 155.86 | | $ | 269.17 | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 107.51 | | | | | | 151.36 | | | | | | 135.29 | | | | | | 161.80 | | | 201.54 | | |

| Dow Jones U.S. Computer Hardware | | | | | | | | | 100.00 | | | | | | 172.98 | | | | | | 263.92 | | | | | | 263.30 | | | | | | 370.43 | | | 415.35 | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

Certain Taxation Considerations Under Singapore Law

Dividend distributions by Seagate to its shareholders are not subject to withholding tax, as Singapore currently does not levy a withholding tax on dividend distributions.

Additionally, there is no tax on capital gains under current Singapore tax law, and thus any capital gains from disposal of shares are not taxable in Singapore.

There is no reciprocal income tax treaty between the United States and Singapore regarding withholding taxes on dividends and capital gains.

| March 30, 2024 through April 26, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,891 | | |

| June 1, 2024 through June 28, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,883 | | |

(1) For the fiscal year 2024, the total number of shares repurchased is approximately 1 million, primarily related to the tax withholding from the vesting of restricted stock units.

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

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

| 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 | | |

There is no expiration date on our repurchase authorizations.

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 | | |

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

(1) Repurchase of shares including tax withholdings.

| [Consolidated Balance [removed: Sheets](#i30ffd275ea7146b3bef24f3b3edac286_64)] [added: Sheets](#ifda2abf4d41741a18402fc27f109c142_64)] | | | | | | | | | | | | [removed: [49](#i30ffd275ea7146b3bef24f3b3edac286_64)] [added: [50](#ifda2abf4d41741a18402fc27f109c142_64)] | | |

| [Consolidated Statements of [removed: Operations](#i30ffd275ea7146b3bef24f3b3edac286_67)] [added: Operations](#ifda2abf4d41741a18402fc27f109c142_67)] | | | | | | | | | | | | [removed: [50](#i30ffd275ea7146b3bef24f3b3edac286_67)] [added: [51](#ifda2abf4d41741a18402fc27f109c142_67)] | | |

[removed: | [Consolidated Statements of Comprehensive](#i30ffd275ea7146b3bef24f3b3edac286_70) [(Loss)](#i30ffd275ea7146b3bef24f3b3edac286_70) [Income](#i30ffd275ea7146b3bef24f3b3edac286_70) | | | | | | | | | | | | [51](#i30ffd275ea7146b3bef24f3b3edac286_70) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

| [Consolidated Statements of Cash [removed: Flows](#i30ffd275ea7146b3bef24f3b3edac286_73)] [added: Flows](#ifda2abf4d41741a18402fc27f109c142_73)] | | | | | | | | | | | | [removed: [52](#i30ffd275ea7146b3bef24f3b3edac286_73)] [added: [53](#ifda2abf4d41741a18402fc27f109c142_73)] | | |

| [Consolidated Statements of [removed: Shareholders’](#i30ffd275ea7146b3bef24f3b3edac286_76) [(Deficit)](#i30ffd275ea7146b3bef24f3b3edac286_76) [Equity](#i30ffd275ea7146b3bef24f3b3edac286_76)] [added: Shareholders’ (Deficit) Equity](#ifda2abf4d41741a18402fc27f109c142_76)] | | | | | | | | | | | | [removed: [53](#i30ffd275ea7146b3bef24f3b3edac286_76)] [added: [54](#ifda2abf4d41741a18402fc27f109c142_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i30ffd275ea7146b3bef24f3b3edac286_79)] [added: Statements](#ifda2abf4d41741a18402fc27f109c142_79)] | | | | | | | | | | | | | | |

| | | | [Note [removed: 1.](#i30ffd275ea7146b3bef24f3b3edac286_82)] [added: 1.](#ifda2abf4d41741a18402fc27f109c142_82)] [Basis of Presentation and Summary of Significant Accounting [removed: Policies](#i30ffd275ea7146b3bef24f3b3edac286_82)] [added: Policies](#ifda2abf4d41741a18402fc27f109c142_82)] | | | | | | | | | [removed: [54](#i30ffd275ea7146b3bef24f3b3edac286_82)] [added: [55](#ifda2abf4d41741a18402fc27f109c142_82)] | | |

| | | | [Note [removed: 2.](#i30ffd275ea7146b3bef24f3b3edac286_85)] [added: 2.](#ifda2abf4d41741a18402fc27f109c142_85)] [Balance Sheet [removed: Information](#i30ffd275ea7146b3bef24f3b3edac286_85)] [added: Information](#ifda2abf4d41741a18402fc27f109c142_85)] | | | | | | | | | [removed: [59](#i30ffd275ea7146b3bef24f3b3edac286_85)] [added: [60](#ifda2abf4d41741a18402fc27f109c142_85)] | | |

| | | | [Note [removed: 3.](#i30ffd275ea7146b3bef24f3b3edac286_88)] [added: 3.](#ifda2abf4d41741a18402fc27f109c142_91)] [Goodwill and Other Intangible [removed: Assets](#i30ffd275ea7146b3bef24f3b3edac286_88)] [added: Assets](#ifda2abf4d41741a18402fc27f109c142_91)] | | | | | | | | | [removed: [62](#i30ffd275ea7146b3bef24f3b3edac286_88)] [added: [62](#ifda2abf4d41741a18402fc27f109c142_91)] | | |

| | | | [Note 4. [removed: Debt](#i30ffd275ea7146b3bef24f3b3edac286_91)] [added: Debt](#ifda2abf4d41741a18402fc27f109c142_94)] | | | | | | | | | [removed: [63](#i30ffd275ea7146b3bef24f3b3edac286_91)] [added: [63](#ifda2abf4d41741a18402fc27f109c142_94)] | | |

| | | | [Note [removed: 5.](#i30ffd275ea7146b3bef24f3b3edac286_94)] [added: 5.](#ifda2abf4d41741a18402fc27f109c142_97)] [Income [removed: Taxes](#i30ffd275ea7146b3bef24f3b3edac286_94)] [added: Taxes](#ifda2abf4d41741a18402fc27f109c142_97)] | | | | | | | | | [removed: [66](#i30ffd275ea7146b3bef24f3b3edac286_94)] [added: [65](#ifda2abf4d41741a18402fc27f109c142_97)] | | |

| | | | [Note [removed: 6.](#i30ffd275ea7146b3bef24f3b3edac286_97) [Leases](#i30ffd275ea7146b3bef24f3b3edac286_97)] [added: 6.](#ifda2abf4d41741a18402fc27f109c142_100) [Leases](#ifda2abf4d41741a18402fc27f109c142_100)] | | | | | | | | | [removed: [68](#i30ffd275ea7146b3bef24f3b3edac286_97)] [added: [68](#ifda2abf4d41741a18402fc27f109c142_100)] | | |

| | | | [Note [removed: 8.](#i30ffd275ea7146b3bef24f3b3edac286_103)] [added: 8.](#ifda2abf4d41741a18402fc27f109c142_106)] [Derivative Financial [removed: Instruments](#i30ffd275ea7146b3bef24f3b3edac286_103)] [added: Instruments](#ifda2abf4d41741a18402fc27f109c142_106)] | | | | | | | | | [removed: [71](#i30ffd275ea7146b3bef24f3b3edac286_103)] [added: [70](#ifda2abf4d41741a18402fc27f109c142_106)] | | |

| | | | [Note [removed: 9.](#i30ffd275ea7146b3bef24f3b3edac286_106)] [added: 9.](#ifda2abf4d41741a18402fc27f109c142_109)] [Fair [removed: Value](#i30ffd275ea7146b3bef24f3b3edac286_106)] [added: Value](#ifda2abf4d41741a18402fc27f109c142_109)] | | | | | | | | | [removed: [74](#i30ffd275ea7146b3bef24f3b3edac286_106)] [added: [72](#ifda2abf4d41741a18402fc27f109c142_109)] | | |

| | | | [Note [removed: 10.](#i30ffd275ea7146b3bef24f3b3edac286_112) [Shareholders’](#i30ffd275ea7146b3bef24f3b3edac286_112) [(Deficit)](#i30ffd275ea7146b3bef24f3b3edac286_112) [Equity](#i30ffd275ea7146b3bef24f3b3edac286_112)] [added: 10.](#ifda2abf4d41741a18402fc27f109c142_115) [Shareholders’](#ifda2abf4d41741a18402fc27f109c142_115) [Deficit](#ifda2abf4d41741a18402fc27f109c142_115)] | | | | | | | | | [removed: [77](#i30ffd275ea7146b3bef24f3b3edac286_112)] [added: [75](#ifda2abf4d41741a18402fc27f109c142_115)] | | |

| [added: Share-based compensation] | | | [removed: [Note 11.](#i30ffd275ea7146b3bef24f3b3edac286_115) [Share-Based Compensation](#i30ffd275ea7146b3bef24f3b3edac286_115)] | | | [added: —] | | | | | | [removed: [78](#i30ffd275ea7146b3bef24f3b3edac286_115)] [added: —] | | | [added: | | | 115 | | | | | | — | | | | | | — | | | | | | 115 | | |]

| | | | [Note [removed: 12.](#i30ffd275ea7146b3bef24f3b3edac286_118) [Guarantees](#i30ffd275ea7146b3bef24f3b3edac286_118)] [added: 12.](#ifda2abf4d41741a18402fc27f109c142_121) [Guarantees](#ifda2abf4d41741a18402fc27f109c142_121)] | | | | | | | | | [removed: [83](#i30ffd275ea7146b3bef24f3b3edac286_118)] [added: [77](#ifda2abf4d41741a18402fc27f109c142_121)] | | |

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

| | | | [Note [removed: 14.](#i30ffd275ea7146b3bef24f3b3edac286_124)] [added: 14.](#ifda2abf4d41741a18402fc27f109c142_130)] [Legal, Environmental and Other [removed: Contingencies](#i30ffd275ea7146b3bef24f3b3edac286_124)] [added: Contingencies](#ifda2abf4d41741a18402fc27f109c142_130)] | | | | | | | | | [removed: [84](#i30ffd275ea7146b3bef24f3b3edac286_124)] [added: [78](#ifda2abf4d41741a18402fc27f109c142_130)] | | |

| | | | [Note [removed: 15.](#i30ffd275ea7146b3bef24f3b3edac286_127) [Commitments](#i30ffd275ea7146b3bef24f3b3edac286_127)] [added: 15.](#ifda2abf4d41741a18402fc27f109c142_133) [Commitments](#ifda2abf4d41741a18402fc27f109c142_133)] | | | | | | | | | [removed: [86](#i30ffd275ea7146b3bef24f3b3edac286_127)] [added: [81](#ifda2abf4d41741a18402fc27f109c142_133)] | | |

| | | | [Note [removed: 16.](#i30ffd275ea7146b3bef24f3b3edac286_130)] [added: 16.](#ifda2abf4d41741a18402fc27f109c142_136)] [Business Segment and Geographic [removed: Information](#i30ffd275ea7146b3bef24f3b3edac286_130)] [added: Information](#ifda2abf4d41741a18402fc27f109c142_136)] | | | | | | | | | [removed: [86](#i30ffd275ea7146b3bef24f3b3edac286_130)] [added: [81](#ifda2abf4d41741a18402fc27f109c142_136)] | | |

| | | | [Note [removed: 17.](#i30ffd275ea7146b3bef24f3b3edac286_133) [Revenue](#i30ffd275ea7146b3bef24f3b3edac286_133)] [added: 17.](#ifda2abf4d41741a18402fc27f109c142_139) [Revenue](#ifda2abf4d41741a18402fc27f109c142_139)] | | | | | | | | | [removed: [87](#i30ffd275ea7146b3bef24f3b3edac286_133)] [added: [82](#ifda2abf4d41741a18402fc27f109c142_139)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i30ffd275ea7146b3bef24f3b3edac286_139)] [added: Firm](#ifda2abf4d41741a18402fc27f109c142_145)] (PCAOB ID: 42) | | | | | | | | | | | | [removed: [88](#i30ffd275ea7146b3bef24f3b3edac286_139)] [added: [84](#ifda2abf4d41741a18402fc27f109c142_145)] | | |

| | | | June [added: 28, 2024 | | | | | | June] 30, 2023 | | | | | | July 1, 2022 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [added: 1,358 | | | | | $ |] 786 | | | | | $ | 615 | | [added: | | | | | |]

| Accounts receivable, net | | | [removed: 621] [added: 429] | | | | | | [removed: 1,532] [added: 621] | | |

| [removed: Inventories] [added: Inventories, net] | | | [removed: 1,140] [added: 1,239] | | | | | | [removed: 1,565] [added: 1,140] | | |

| Other current assets | | | [removed: 358] [added: 306] | | | | | | [removed: 321] [added: 358] | | |

| Total current assets | | | [removed: 2,905] [added: 3,332] | | | | | | [removed: 4,033] [added: 2,905] | | |

| Property, equipment and leasehold improvements, net | | | [removed: 1,706] [added: 1,614] | | | | | | [removed: 2,239] [added: 1,706] | | |

| Goodwill | | | [removed: 1,237] [added: 1,219] | | | | | | 1,237 | | |

| Other [removed: intangible] assets, net | | | [removed: —] [added: 537] | | | | | | [removed: 9] [added: 591] | | |

| Deferred income taxes | | | [removed: 1,117] [added: 1,037] | | | | | | [removed: 1,132] [added: 1,117] | | |

| Other [added: debt securities | | | | | | Other] assets, net | | | [removed: 591] | | | [added: —] | | | [removed: 294] | | | [added: — | | | | | | 15 | | | | | | 15 | | | | | | — | | | | | | — | | | | | | 16 | | | | | | 16 | | |]

| Total Assets | | | $ | [removed: 7,556] [added: 7,739] | | | | | $ | [removed: 8,944] [added: 7,556] | |

| LIABILITIES AND [removed: (DEFICIT) EQUITY] [added: SHAREHOLDER’S DEFICIT] | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 1,603] [added: 1,786] | | | | | $ | [removed: 2,058] [added: 1,603] | |

| Accrued employee compensation | | | [removed: 100] [added: 106] | | | | | | [removed: 252] [added: 100] | | |

| Accrued warranty | | | [removed: 78] [added: 74] | | | | | | [removed: 65] [added: 78] | | |

| Current portion of long-term debt | | | [removed: 63] [added: 479] | | | | | | [removed: 584] [added: 63] | | |

| | | | [Note 7.](#ifda2abf4d41741a18402fc27f109c142_103) [Restructuring and Other, Net](#ifda2abf4d41741a18402fc27f109c142_103) | | | | | | | | | [69](#ifda2abf4d41741a18402fc27f109c142_103) | | |

| | | | [Note 11.](#ifda2abf4d41741a18402fc27f109c142_118) [Share-Based Compensation](#ifda2abf4d41741a18402fc27f109c142_118) | | | | | | | | | [75](#ifda2abf4d41741a18402fc27f109c142_118) | | |

| | | | [Note 18. Divestiture](#ifda2abf4d41741a18402fc27f109c142_142) | | | | | | | | | [83](#ifda2abf4d41741a18402fc27f109c142_142) | | |

| | | | [Note 1](#ifda2abf4d41741a18402fc27f109c142_142)[9](#ifda2abf4d41741a18402fc27f109c142_142)[.](#ifda2abf4d41741a18402fc27f109c142_142) [Subsequent Event](#ifda2abf4d41741a18402fc27f109c142_1523) | | | | | | | | | [83](#ifda2abf4d41741a18402fc27f109c142_1523) | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| Net gain from termination of interest rate swap | | | 104 | | | | | | — | | | | | | — | | |

| Net gain from business divestiture | | | 313 | | | | | | — | | | | | | — | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| Net gain from business divestiture | | | (313) | | | | | | — | | | | | | — | | |

| BIS settlement penalty | | | (45) | | | | | | — | | | | | | — | | |

| Proceeds from business divestiture | | | 326 | | | | | | — | | | | | | — | | |

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

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (100) | | | | | | — | | | | | | (100) | | |

| Capped calls related to the issuance of exchangeable notes | | | | | | — | | | | | | — | | | | | | (95) | | | | | | — | | | | | | — | | | | | | (95) | | |

| Balance at June 28, 2024 | | | | | | 210 | | | | | | $ | — | | | | | $ | 7,471 | | | | | $ | (2) | | | | | $ | (8,960) | | | | | $ | (1,491) | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

In January 2024, the Company established Singapore as its principal executive offices to better align its operational footprint.

*Restricted Cash and Cash Equivalents.* Restricted cash and cash equivalents represent cash and cash equivalents held as collateral at banks for various performance obligations.

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

Effective from the first quarter of fiscal year 2024, the Company changed the useful lives of certain manufacturing equipment from a range of three to seven years to a range of three to ten years based on a review of the technology product roadmap.

The

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

effect of this change in estimate increased the net income by $99 million and increased the diluted earnings per share by $0.47 for the fiscal year ended June 28, 2024.

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

immediately reflected in earnings.

The Company recognizes gains and losses from foreign currency forward exchange contracts within Other non-cash operating activities in the Consolidated Statements of Cash Flows.

At the end of the reporting period, the Company has unfulfilled product purchase orders which represent performance obligations not delivered, or partially undelivered under existing customer contracts.

Some of these purchase orders are non-cancellable in nature.

As of June 28, 2024, all non-cancellable purchase orders are less than one year in duration and are expected to be fulfilled in the next twelve months.

The Company applied optional exemption to not disclose the value of these remaining performance obligations as they are part of a contract that has an original expected duration of one year or less.

*Restructuring Costs.* The Company incurs restructuring costs in connection with workforce reductions, consolidation or closure of facilities and other exit costs.

The Company records employee termination liabilities when it is probable that benefits will be paid and the amount is reasonably estimable.

The rates used in determining severance accruals are based on existing plans, historical experiences and negotiated settlements.

Other costs associated with a restructuring plan or exit or disposal activities are recognized in the period in which the liability is incurred or the asset is impaired.

The Company estimates the fair value of PSUs related to the Company’s return on invested capital and total shareholder return using a Monte Carlo simulation valuation model.

Share-based compensation expense for share options and RSUs with only a service condition is recognized on a straight-line basis over the requisite service period.

The expense for PSUs with both a service condition and a performance or market condition is recognized on a graded vesting basis.

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

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

| | | | [Note 7.](#i30ffd275ea7146b3bef24f3b3edac286_100) [Restructuring and Exit Costs](#i30ffd275ea7146b3bef24f3b3edac286_100) | | | | | | | | | [70](#i30ffd275ea7146b3bef24f3b3edac286_100) | | |

| | | | [Note 18.](#i30ffd275ea7146b3bef24f3b3edac286_136) [Subsequent Events](#i30ffd275ea7146b3bef24f3b3edac286_136) | | | | | | | | | [87](#i30ffd275ea7146b3bef24f3b3edac286_136) | | |

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

| Preferred shares, $0.00001 par value per share—100,000,000 authorized; no shares issued or outstanding | | | — | | | | | | — | | |

| Ordinary shares, $0.00001 par value per share—1,250,000,000 authorized; 207,389,381 issued and outstanding at June 30, 2023 and 209,850,169 issued and outstanding at July 1, 2022 | | | — | | | | | | — | | |

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

| Maturities of short-term investments | | | — | | | | | | — | | | | | | 3 | | |

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

| Balance at, July 3, 2020 | | | | | | 257 | | | | | | $ | — | | | | | $ | 6,757 | | | | | $ | (66) | | | | | $ | (4,904) | | | | | $ | 1,787 | |

| Repurchases of ordinary shares | | | | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | (400) | | | | | | (400) | | |

| Share-based compensation | | | | | | | | | | | | | | | | | | 115 | | | | | | | | | | | | | | | | | | 115 | | |

On May 18, 2021, Seagate Technology plc, now known as Seagate Technology Unlimited Company (“STUC”), and STX completed a scheme of arrangement pursuant to which STUC’s ordinary shares were acquired by STX and the ordinary shareholders of STUC received, on a one-for-one basis, new ordinary shares of STX (the “Scheme”).

As a result of the Scheme, STUC is now a direct, wholly-owned subsidiary of STX, which is the successor issuer to STUC.

In connection with the Scheme, STX assumed STUC’s existing obligations in connection with awards granted under STUC’s incentive plans and other similar employee awards and amended such plans and awards as necessary to provide for the issuance of STX’s registered shares rather than the ordinary shares of STUC upon the exercise or vesting of awards.

These estimates and assumptions include the impact of the COVID-19 pandemic.

The Company has classified its marketable debt securities as available-for-sale and they are stated at fair value with unrealized gains and losses included in Accumulated other comprehensive income, which is a component of Shareholders’ (Deficit) Equity.

The Company evaluates the available-for-sale debt securities in an unrealized loss position for other-than-temporary impairment.

The cost of securities sold is based on the specific identification method.

Other cash equivalents are carried at cost, which approximates fair value.

*Restricted Cash and Cash Equivalents.* Restricted cash and cash equivalents represent cash and cash equivalents that are restricted as to withdrawal or use for other than current operations.

The adjusted carrying value of each asset in the asset group is not reduced below its fair value.

The Company tests other intangible assets not subject to amortization whenever events occur or circumstances change, such as declining financial performance, deterioration in the environment in which the entity operates or deteriorating macroeconomic conditions that have a negative effect on future expected earnings and cash flows that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset.

The total operating and variable lease costs were included in operating expenses in the Company’s Consolidated Statements of Operations.

*Restructuring Costs.* The timing of recognition for severance costs depends on whether employees are required to render service until they are terminated in order to receive the termination benefits.

If employees are required to render service until they are terminated in order to receive the termination benefits, a liability is recognized ratably over the future service period.

Otherwise, a liability is recognized when management has committed to a restructuring plan and has communicated those actions to employees.

Employee termination benefit costs covered by existing benefit arrangements are recognized when management has committed to a restructuring plan and the severance costs are probable and estimable.

Share-Based Compensation* for details.

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

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

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

These investments

*Comprehensive Income.* The Company presents comprehensive income in a separate statement.

Comprehensive income is comprised of net income and other gains and losses affecting equity that are excluded from net income.

The gains and losses from the remeasurement of foreign currency denominated balances into the functional currency of the subsidiary are included in Other, net on the Company's Consolidated Statements of Operations.

The Company’s subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities at exchange rates in effect at the end of each period, and nonmonetary assets and liabilities at historical rates.

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 addition, the Company may make prepayments to certain suppliers or enter into minimum volume commitment agreements.

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 June [removed: 30, 2023.][added: 28, 2024.]

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 June [removed: 30, 2023.][added: 28, 2024.]

The effectiveness of our internal control over financial reporting as of June [removed: 30, 2023] [added: 28, 2024] 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 June [removed: 30, 2023.][added: 28, 2024.]

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

The table below summarizes the material terms of trading arrangements adopted by any of our executive officers or directors during the [added: fiscal quarter ended] June [removed: 2023 quarter.][added: 28, 2024.]

| Dr. William D. Mosley | | | Chief Executive Officer [added: and Director] | | | [removed: 6/1/2023] [added: May 6, 2024] | | | [removed: 9/11/2024] [added: April 30, 2025] | | | [removed: 452,048] [added: 476,132] | | |

¹ [removed: Each] [added: The] plan will expire on the earlier of the end date [removed: and] [added: or] the completion of all transactions under the trading arrangement.

| Gianluca Romano | | | Executive Vice President and Chief Financial Officer | | | May 1, 2024 | | | December 31, 2024 | | | 25,760 | | |

| Yolanda Conyers | | | Director | | | June 5, 2024 | | | September 30, 2025 | | | 3,750 | | |

| 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. | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| [Consolidated Balance [removed: Sheets](#i30ffd275ea7146b3bef24f3b3edac286_64)] [added: Sheets](#ifda2abf4d41741a18402fc27f109c142_64)] | | | [removed: [49](#i30ffd275ea7146b3bef24f3b3edac286_64)] [added: [50](#ifda2abf4d41741a18402fc27f109c142_64)] | | |

| [Consolidated Statements of [removed: Operations](#i30ffd275ea7146b3bef24f3b3edac286_67)] [added: Operations](#ifda2abf4d41741a18402fc27f109c142_67)] | | | [removed: [50](#i30ffd275ea7146b3bef24f3b3edac286_67)] [added: [51](#ifda2abf4d41741a18402fc27f109c142_67)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i30ffd275ea7146b3bef24f3b3edac286_70) [(Loss)](#i30ffd275ea7146b3bef24f3b3edac286_70) [Income](#i30ffd275ea7146b3bef24f3b3edac286_70)] [added: Comprehensiv](#ifda2abf4d41741a18402fc27f109c142_70)[e](#ifda2abf4d41741a18402fc27f109c142_70) [Income](#ifda2abf4d41741a18402fc27f109c142_70) [(Loss)](#ifda2abf4d41741a18402fc27f109c142_70)] | | | [removed: [51](#i30ffd275ea7146b3bef24f3b3edac286_70)] [added: [52](#ifda2abf4d41741a18402fc27f109c142_70)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i30ffd275ea7146b3bef24f3b3edac286_73)] [added: Flows](#ifda2abf4d41741a18402fc27f109c142_73)] | | | [removed: [52](#i30ffd275ea7146b3bef24f3b3edac286_73)] [added: [53](#ifda2abf4d41741a18402fc27f109c142_73)] | | |

| [Consolidated Statements of [removed: Shareholders'](#i30ffd275ea7146b3bef24f3b3edac286_76) [(Deficit)](#i30ffd275ea7146b3bef24f3b3edac286_76) [Equity](#i30ffd275ea7146b3bef24f3b3edac286_76)] [added: Shareholders'](#ifda2abf4d41741a18402fc27f109c142_76) [](#ifda2abf4d41741a18402fc27f109c142_76)[(](#ifda2abf4d41741a18402fc27f109c142_76)[Deficit)](#ifda2abf4d41741a18402fc27f109c142_76) [Equ](#ifda2abf4d41741a18402fc27f109c142_76)[ity](#ifda2abf4d41741a18402fc27f109c142_76)] | | | [removed: [53](#i30ffd275ea7146b3bef24f3b3edac286_76)] [added: [54](#ifda2abf4d41741a18402fc27f109c142_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i30ffd275ea7146b3bef24f3b3edac286_79)] [added: Statements](#ifda2abf4d41741a18402fc27f109c142_79)] | | | [removed: [54](#i30ffd275ea7146b3bef24f3b3edac286_79)] [added: [55](#ifda2abf4d41741a18402fc27f109c142_79)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i30ffd275ea7146b3bef24f3b3edac286_139)] [added: Firm](#ifda2abf4d41741a18402fc27f109c142_145)] | | | [removed: [88](#i30ffd275ea7146b3bef24f3b3edac286_139)] [added: [84](#ifda2abf4d41741a18402fc27f109c142_145)] | | |

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

| 4.3 | | | | | | [Indenture for the [removed: 2023] [added: 2025] Notes dated as of May [removed: 22, 2013,] [added: 28, 2014,] among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as [removed: Guarantor,] [added: Guarantor] and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 5/22/2013] [added: 5/28/2014] | | | | | | | | |

| 4.3(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2023] [added: 2025] Notes dated May [removed: 22, 2013,] [added: 28, 2014,] by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD [removed: Cayman,] [added: Cayman] and U.S. Bank National [removed: Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex103.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex104.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.3] [added: 10.4] | | | | | | 5/19/2021 | | | | | | | | |

| 4.4 | | | | | | [Form of 4.75% Senior Note due [removed: 2023](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d1.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 5/22/2013] [added: 5/28/2014] | | | | | | | | |

| 4.5 | | | | | | [Registration Rights Agreement dated as of May [removed: 22, 2013,] [added: 28, 2014,] among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000110465913043876/a13-13009_1ex4d3.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d3.htm).] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 5/22/2013] [added: 5/28/2014] | | | | | | | | |

| 4.6 | | | | | | [Indenture for the [removed: 2025] [added: 2034] Notes dated as of [removed: May 28,] [added: December 2,] 2014, among Seagate HDD Cayman, as [removed: Issuer,] [added: issuer,] Seagate Technology plc, as [removed: Guarantor] [added: guarantor] and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 5/28/2014] [added: 12/2/2014] | | | | | | | | |

| 4.6(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2025] [added: 2034] Notes dated [removed: May 28,] [added: December 2,] 2014, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and U.S. Bank National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex104.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex105.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.4] [added: 10.5] | | | | | | 5/19/2021 | | | | | | | | |

| 4.7 | | | | | | [Form of [removed: 4.75%] [added: 5.75%] Senior Note due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm)] [added: 2034](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 5/28/2014] [added: 12/2/2014] | | | | | | | | |

| 4.8 | | | | | | [Registration Rights Agreement dated as of [removed: May 28,] [added: December 2,] 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d3.htm).] [added: LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d3.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 5/28/2014] [added: 12/2/2014] | | | | | | | | |

| 4.9 | | | | | | [Indenture for the [removed: 2034] [added: 2027] Notes dated as of [removed: December 2, 2014,] [added: May 14, 2015,] among Seagate HDD Cayman, as [removed: issuer,] [added: Issuer,] Seagate Technology plc, as [removed: guarantor] [added: Guarantor,] and [removed: U.S. Bank] [added: Wells Fargo Bank,] National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 12/2/2014] [added: 5/14/2015] | | | | | | | | |

| 4.9(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2034] [added: 2027] Notes dated [removed: December 2, 2014,] [added: May 14, 2015,] by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and [removed: U.S. Bank] [added: Wells Fargo Bank,] National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex105.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex108.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.5] [added: 10.8] | | | | | | 5/19/2021 | | | | | | | | |

| 4.10 | | | | | | [Form of [removed: 5.75%] [added: 4.875%] Senior Note due [removed: 2034](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 12/2/2014] [added: 5/14/2015] | | | | | | | | |

| 4.11 | | | | | | [Registration Rights Agreement dated as of [removed: December 2, 2014,] [added: May 14, 2015] among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d3.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d3.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 12/2/2014] [added: 5/14/2015] | | | | | | | | |

| 4.12 | | | | | | [Indenture for the [removed: 2022 Notes,] [added: January 2031 Notes] dated as of [removed: February 3, 2017,] [added: June 10, 2020] among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as [removed: Guarantor,] [added: Guarantor] and Wells Fargo Bank, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 2/3/2017] [added: 6/11/2020] | | | | | | | | |

| 4.12(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2022] [added: January 2031] Notes dated [removed: February 3, 2017,] [added: June 10, 2020,] by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD [removed: Cayman](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex107.htm)] [added: Cayman and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex109.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.7] [added: 10.9] | | | | | | 5/19/2021 | | | | | | | | |

| [removed: 4.13] [added: 4.25] | | | | | | [Form of [removed: 4.250%] [added: 9.625%] Senior Note due [removed: 2022](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d1.htm)] [added: 2032](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 2/3/2017] [added: 11/30/2022] | | | | | | | | |

| 4.14 | | | | | | [Registration Rights Agreement for [removed: the 2022 Notes,] [added: January 2031 Notes] dated as of [removed: February 3, 2017,] [added: June 10, 2020] among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d5.htm)] [added: LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.5] [added: 4.3] | | | | | | [removed: 2/3/2017] [added: 6/11/2020] | | | | | | | | |

| 4.15 | | | | | | [Indenture for the [removed: 2024 Notes,] [added: June 2029 Notes] dated as of [removed: February 3, 2017,] [added: June 18, 2020] among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as [removed: Guarantor,] [added: Guarantor] and Wells Fargo Bank, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d3.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.3] [added: 4.1] | | | | | | [removed: 2/3/2017] [added: 6/18/2020] | | | | | | | | |

| 4.15(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2024] [added: June 2029] Notes dated [removed: February 3, 2017,] [added: June 18, 2020,] by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex106.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1010.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.6] [added: 10.10] | | | | | | 5/19/2021 | | | | | | | | |

| 4.16 | | | | | | [Form of [removed: 4.875%] [added: 4.091%] Senior Note due [removed: 2024](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d3.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.3] [added: 4.2] | | | | | | [removed: 2/3/2017] [added: 6/18/2020] | | | | | | | | |

| [removed: 4.17] [added: 4.23] | | | | | | [Registration Rights Agreement for the [removed: 2024 Notes,] [added: July 2031 Notes] dated as of [removed: February 3, 2017,] [added: December 8, 2020] among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465917006357/a17-3255_6ex4d6.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex46.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | [removed: 2/3/2017] [added: 12/9/2020] | | | | | | | | |

| 4.18 | | | | | | [Indenture for the [removed: 2027] [added: July 2029] Notes dated as of [removed: May 14, 2015,] [added: December 8, 2020] among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as [removed: Guarantor,] [added: Guarantor] and Wells Fargo Bank, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 5/14/2015] [added: 12/9/2020] | | | | | | | | |

| 4.18(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2027] [added: July 2029] Notes dated [removed: May 14, 2015,] [added: December 8, 2020,] by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex108.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1012.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.8] [added: 10.12] | | | | | | 5/19/2021 | | | | | | | | |

| [removed: 4.19] [added: 4.28] | | | | | | [Form of [removed: 4.875%] [added: 8.25%] Senior Note due [removed: 2027](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 5/14/2015] [added: 5/30/2023] | | | | | | | | |

| [removed: 4.20] [added: 4.29] | | | | | | [Registration Rights Agreement [added: for the 2029 Notes,] dated as of May [removed: 14, 2015] [added: 30, 2023,] among Seagate HDD Cayman, Seagate Technology [removed: plc] [added: Holdings plc, Seagate Technology Unlimited Company] and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d3.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 5/14/2015] [added: 5/30/2023] | | | | | | | | |

| 4.21 | | | | | | [Indenture for the [removed: January] [added: July] 2031 Notes dated as of [removed: June 10,] [added: December 8,] 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex44.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.4] | | | | | | [removed: 6/11/2020] [added: 12/9/2020] | | | | | | | | |

| 4.21(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: January] [added: July] 2031 Notes dated [removed: June 10,] [added: December 8,] 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex109.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1011.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.9] [added: 10.11] | | | | | | 5/19/2021 | | | | | | | | |

| [removed: 4.22] [added: 4.13] | | | | | | [Form of 4.125% Senior Note due January 2031](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | 6/11/2020 | | | | | | | | |

| [removed: 4.23] [added: 4.17] | | | | | | [Registration Rights Agreement for [removed: January 2031] [added: June 2029] Notes dated as of June [removed: 10,] [added: 18,] 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex43.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 6/11/2020] [added: 6/18/2020] | | | | | | | | |

| 4.24 | | | | | | [Indenture for the [removed: June 2029 Notes] [added: New Notes,] dated as of [removed: June 18, 2020] [added: November 30, 2022,] among Seagate HDD Cayman, as Issuer, Seagate Technology [added: Unlimited Company and Seagate Technology Holdings] plc, as [removed: Guarantor] [added: Guarantors,] and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 6/18/2020] [added: 11/30/2022] | | | | | | | | |

| [removed: 4.24(a)] [added: 10.19] | | | | | | [removed: [Supplemental Indenture,] [added: [Joinder and Assumption Agreement,] dated as of May 18, 2021, [removed: to Indenture for the June 2029 Notes dated June 18, 2020,] by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD [removed: Cayman] [added: Cayman, the guarantors party thereto,] and [removed: Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1010.htm)] [added: The Bank of Nova Scotia, as administrative agent for the lenders](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex102.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.10] [added: 10.2] | | | | | | 5/19/2021 | | | | | | | | |

| [removed: 4.25] [added: 4.19] | | | | | | [Form of [removed: 4.091%] [added: 3.125%] Senior Note due [removed: 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] [added: July 2029](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 6/18/2020] [added: 12/9/2020] | | | | | | | | |

| [removed: 4.26] [added: 4.20] | | | | | | [Registration Rights Agreement for [removed: June] [added: the July] 2029 Notes dated as of [removed: June 18,] [added: December 8,] 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex43.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 6/18/2020] [added: 12/9/2020] | | | | | | | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| 2.2 | | | | | | [Asset Purchase Agreement, dated as of April 23, 2024, by and among Seagate Technology Holdings Public Limited Company, Seagate Technology LLC, Seagate Technology HDD (India) Private Limited, Seagate Singapore International Headquarters Pte. Ltd., and Avago Technologies International Sales Pte. Limited.](https://www.sec.gov/Archives/edgar/data/1137789/000113778924000034/exhibit21_silverxassetpurc.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 2.1 | | | | | | 4/26/2024 | | | | | | | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

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

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

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

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

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

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

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

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

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

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