STX 10-K Annual Report July 3, 2020 | Alphaminr
Seagate Technology plc

STX 10-K Fiscal year ended July 3, 2020

SEAGATE TECHNOLOGY PLC
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 16. Business Segment and Geographic InformationItem 1A. Risk FactorsNote 5. Income TaxesItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsNote 14. Legal, Environmental and Other ContingenciesItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 8. Financial Statements and Supplementary DataNote 1. Basis Of Presentation and Summary Of Significant Accounting PoliciesItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 11. CompensationNote 6. LeasesNote 8. Derivative Financial InstrumentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15exhibits and Financial Statement Schedules

Exhibits

3.1 Constitution of Seagate Technology Public Limited Company as amended and restated by Special Resolution dated October 19, 2016 8-K 001-31560 3.1 10/24/2016 3.2 Certificate of Incorporation of Seagate Technologyplc 10-K 001-31560 3.2 8/20/2010 4.1 Description of Securities 10-K 001-31560 4.1 8/2/2019 4.2 Specimen Ordinary Share Certificate 10-K 001-31560 4.1 8/20/2010 4.3 Indenturefor the 2023 Notesdated as of May22, 2013, among Seagate HDDCayman, as Issuer, Seagate Technologyplc, as Guarantor, and U.S. Bank National Association, as trustee 8-K 001-31560 4.1 5/22/2013 4.4 Form of 4.75% Senior Note due 2023 8-K 001-31560 4.1 5/22/2013 4.5 Registration Rights Agreement dated as of May 22, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC. 8-K 001-31560 4.3 5/22/2013 4.6 Indenturefor the 2025 Notesdated as of May28, 2014, among Seagate HDDCayman, as Issuer, Seagate Technologyplc, as Guarantor and U.S. Bank National Association, as trustee 8-K 001-31560 4.1 5/28/2014 4.7 Form of 4.75% Senior Note due 2025 8-K 001-31560 4.1 5/28/2014 4.8 Registration Rights Agreement dated as of May 28, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC. 8-K 001-31560 4.3 5/28/2014 4.9 Indenturefor the 2034Notesdated as of December 2, 2014, among Seagate HDD Cayman, as issuer, Seagate Technology plc, as guarantor and U.S. Bank National Association, as trustee. 8-K 001-31560 4.1 12/2/2014 4.10 Formof 5.75% Senior Note due 2034 8-K 001-31560 4.1 12/2/2014 4.11 Registration Rights Agreement dated as of December 2, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC. 8-K 001-31560 4.3 12/2/2014 4.12 Indenture for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.1 2/3/2017 4.13 Form of 4.250% Senior Note due 2022 8-K 001-31560 4.1 2/3/2017 4.14 Indenture for the 2024 Notes, dated as of February3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.3 2/3/2017 4.15 Form of 4.875% Senior Note due 2024 8-K 001-31560 4.3 2/3/2017 4.16 Registration Rights Agreement for the 2022 Notes, dated as of February3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley& Co. LLC 8-K 001-31560 4.5 2/3/2017 4.17 Registration Rights Agreement for the 2024 Notes, dated as of February3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley& Co. LLC 8-K 001-31560 4.6 2/3/2017 4.18 Indenturefor the 2027 Notesdated as of May 14, 2015, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.1 5/14/2015 4.19 Form of 4.875% Senior Note due 2027 8-K 001-31560 4.1 5/14/2015 4.20 Registration Rights Agreement dated as of May 14, 2015 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC 8-K 001-31560 4.3 5/14/2015 4.21 Indenturefor the 2031 Notesdated as of June 10, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.1 6/10/2020 4.22 Form of 4.125%Senior Note due 2031 8-K 001-31560 4.1 6/10/2020 4.23 Registration Rights Agreement dated as of June 10, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc. 8-K 001-31560 4.3 6/10/2020 4.24 Indenturefor the 2029 Notesdated as of June 18, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.1 6/18/2020 4.25 Form of 4.091% Senior Note due 2029 8-K 001-31560 4.1 6/18/2020 4.26 Registration Rights Agreement dated as of June 18, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc. 8-K 001-31560 4.3 6/18/2020 10.1+ Amended Seagate Technologyplc 2001 Share Option Plan 10-K 001-31560 10.2 8/20/2010 10.2+ Seagate Technologyplc 2001 Share Option Plan Form of Notice of Stock Option Grant and Option Agreement (includes Compensation Recovery Policy) 10-K 001-31560 10.3 8/20/2010 10.3+ Amended Seagate Technology plc 2004 Share Compensation Plan 10-K 001-31560 10.6 8/20/2010 10.4+ Seagate Technology 2004 Stock Compensation Plan Form of Option Agreement (For Outside Directors) 10-Q 001-31560 10.7 11/4/2009 10.5+ Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Stock Option Grant and Option Agreement(includes Compensation Recovery Policy) 10-K 001-31560 10.13 8/20/2010 10.6+ Seagate Technology plc 2004 Share Compensation Plan Form of Notice of Performance Share Bonus Grant and Agreement (includes Compensation Recovery Policy) 10-K 001-31560 10.16 8/20/2010 10.7+ Seagate Technology plc 2004 Share Compensation Plan Form of Restricted Share Unit Agreement (includes Compensation Recovery Policy) 10-Q 001-31560 10.19 11/3/2010 10.8+ Seagate Technology plc 2004 Share Compensation Plan Form of Executive Performance Unit Agreement 10-Q 001-31560 10.56 10/27/2011 10.9+ Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan as amended and restated on October 19, 2016. 10-Q 001-31560 10.4 10/27/2017 10.10+ Form of Outside Directors Restricted Share Unit Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan 10-Q 001-31560 10.4 1/26/2017 10.11+ Form of Executive Performance Unit Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan 10-Q 001-31560 10.3 1/26/2017 10.12+ Form of Employee Restricted Share Unit Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan 10-Q 001-31560 10.2 1/26/2017 10.13+ Form of Employee Stock Option Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan 10-Q 001-31560 10.1 1/26/2017 10.14+ Seagate Technology plc Amended and Restated Employee Stock Purchase Plan 8-K 001-31560 10.1 10/18/2017 10.15+ Dot Hill Systems Corp. 2009 Equity Incentive Plan, as amended, as assumed by Seagate Technology Public Limited Company 10-Q 001-31560 10.1 1/29/2016 10.16+ 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.3 1/30/2015 10.16(a)+ First Amendment to the 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.1 10/30/2015 10.16(b)+ Second Amendment to the 2015 Seagate Deferred Compensation Plan 10-K 001-31560 10.16(b) 8/2/2019 10.16(c)+ Third Amendment to the 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.6 2/4/2019 10.16(d)+ Fourth Amendment to the 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.1 2/5/2020 10.17+ Seagate 2009 Deferred Compensation Plan 10-K 001-31560 10.17 8/2/2019 10.17(a)+ First Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.26 5/5/2010 10.17(b)+ Second Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.21 5/3/2011 10.17(c)+ Third Amendment to 2009 Seagate Deferred Compensation Plan 10-Q/A 001-31560 10.56 1/31/2013 10.17(d)+ Fourth Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.4 1/30/2015 10.17(e)+ Fifth Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.7 2/4/2019 10.17(f)+ Sixth Amendment to 2009 Seagate Deferred Compensation Plan 10.18+ 2010 Restated Seagate Deferred Compensation Plan 10-Q 001-31560 10.27 4/30/2012 10.18(a)+ First Amendment to the 2010 Restated Seagate Deferred Compensation Plan 10-Q 001-31560 10.4 2/4/2019 10.18(b)+ Second Amendment to the 2010 Restated Seagate Deferred Compensation Plan 10.19+ Seagate Deferred Compensation Sub-Plan 10-Q 001-31560 10.28 5/5/2010 10.19(a)+ First Amendment to the Seagate Deferred Compensation Sub-Plan 10-Q 001-31560 10.5 2/4/2019 10.19(b)+ Second Amendment to the Seagate Deferred Compensation Sub-Plan 10.20+ Seagate Technology plc Amended and Restated Executive Officer Performance Bonus Plan 8-K 001-31560 10.1 11/4/2013 10.21+ Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan 10-K 001-31560 10.1 8/8/2014 10.22+ Summary description of Seagate Technology plcs Compensation Policy for Non-Management Members of the Board of Directors with an Effective date of October 30, 2013 10-K 001-31560 10.46 8/8/2013 10.23+ Offer Letter, dated as of January 29, 2009, by and between Seagate Technology and Stephen J. Luczo 10-Q 001-31560 10.20 2/10/2009 10.24 Form of Revised Indemnification Agreement between Seagate Technology and the director or officer named therein 10-Q 001-31560 1 10.4(b) 5/6/2009 10.25 Deed Poll of Assumption by Seagate Technology plc, dated July 2, 2010 8-K 001-31560 10.2 7/6/2010 10.26 September 26, 2017 Equity Commitment Letter entered into by Seagate Technology plc and a consortium of investors led by Bain Capital Private Equity for the acquisition of Toshiba Memory Corporation 10-Q 001-31560 10.3 10/27/2017 10.27+ Offer letter, dated July 25, 2017, by and between Seagate Technology and Steven J. Luczo 10-K 001-31560 10.52 8/3/2018 10.28+ Letter Agreement, dated November 1, 2018 by and between Seagate Technology plc and Steven Luczo 10-Q 001-31560 10.1 11/2/2018 10.29+ Offer Letter, dated December 3, 2018 by and between Seagate US LLC and Gianluca Romano 10-Q 001-31560 10.3 2/4/2019 10.30 Credit Agreement, dated as of February 20, 2019, by and among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the Lenders party thereto, The Bank of Nova Scotia, as Administrative Agent, Bank of America, N.A., BNP Paribas Securities Corp. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, and MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents 10-Q 001-35160 10.1 4/30/2019 10.31 U.S. Guarantee Agreement, dated as of February 20, 2019, among Seagate Technology public limited company and the subsidiaries party thereto, as Guarantors, and The Bank of Nova Scotia, as Administrative Agent 10-Q 001-31560 10.2 4/30/2019 10.32 Indemnity, Subrogation and Contribution Agreement, dated as of February 20, 2019, among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the subsidiaries party thereto, as Guarantors, party thereto, and The Bank of Nova Scotia, as Administrative Agent 10-Q 001-31560 10.3 4/30/2019 10.33(a) First Amendment, dated as of May 28, 2019, to the Credit Agreement dated as of February 20, 2019 10-Q 001-31560 10.1 11/1/2019 10.33(b) Second Amendment and Joinder Agreement, dated as of September 16, 2019, to the Credit Agreement dated as of February 20, 2019 10-Q 001-31560 10.2 11/1/2019 10.34+ Amendment and Restated Seagate Technology plc Equity Incentive Plan amended and restarted as of October 29, 2019 8.K 001-31560 10.1 11/4/2019 10.35+ Revised Form of Executive Performance Unit Agreement for Seagate Technologypubliclimitedcompany pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) 10.36+ Revised Form of Employee Restricted Share Unit Agreement for Seagate Technologypubliclimitedcompany pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) 10.37+ Revised Form of Employee Stock Option Agreement for Seagate Technologypubliclimitedcompany pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) 10.38+ Revised Form of Outside Directors Restricted Share Unit agreement for Seagate Technology plc pursuant to pursuant to the 2012 Equity Incentive Plan (for awards granted after August 2020) 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of the Chief Executive Officer pursuant to rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule13a-14(b) and 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002