STX 10-K Annual Report July 1, 2022 | Alphaminr
Seagate Technology plc

STX 10-K Fiscal year ended July 1, 2022

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 FactorsItem 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. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 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. Share-based CompensationNote 8. Derivative Financial InstrumentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Certificate of Incorporation of Seagate TechnologyHoldings plc 10-K 001-31560 3.1 8/6/2021 3.2 Constitution of Seagate Technology Holdings public limited company as of May 18, 2021 (as amended by special resolution dated May 14, 2021) S-8 001-31560 4.1 10/20/2021 4.1 Description of Securities 10-K 001-31560 4.1 8/6/2021 4.2 Specimen Ordinary Share Certificate 10-K 001-31560 4.2 8/6/2021 4.3 Indenture for the 2023 Notes dated as of May22, 2013, among Seagate HDDCayman, as Issuer, Seagate Technology plc, as Guarantor, and U.S. Bank National Association, as trustee 8-K 001-31560 4.1 5/22/2013 4.3(a) Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2023 Notes dated May 22, 2013, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman, and U.S. Bank National Association, as trustee 8-K12B 001-31560 10.3 5/19/2021 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 Indenture for the 2025 Notes dated 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 4.6(a) Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2025 Notes dated May 28, 2014, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and U.S. Bank National Association 8-K12B 001-31560 10.4 5/19/2021 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 Indenture for the 2034 Notes dated 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 4.9(a) Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2034 Notes dated December 2, 2014, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and U.S. Bank National Association 8-K12B 001-31560 10.5 5/19/2021 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 4.12(a) Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2022 Notes dated February 3, 2017, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman 8-K12B 001-31560 10.7 5/19/2021 4.13 Form of 4.250% Senior Note due 2022 8-K 001-31560 4.1 2/3/2017 4.14 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 4.15 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(a) Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2024 Notes dated February 3, 2017, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association 8-K12B 001-31560 10.6 5/19/2021 4.16 Form of 4.875% Senior Note due 2024 8-K 001-31560 4.3 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 Indenture for the 2027 Notes dated 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 4.18(a) Supplemental Indenture, dated as of May18, 2021, to Indenture for the 2027 Notes dated May14, 2015, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association 8-K12B 001-31560 10.8 5/19/2021 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 Indenture for the January 2031 Notes dated as of June 10, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.1 6/11/2020 4.21(a) Supplemental Indenture, dated as of May18, 2021, to Indenture for the January 2031 Notes dated June10, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association 8-K12B 001-31560 10.9 5/19/2021 4.22 Form of 4.125% Senior Note due January 2031 8-K 001-31560 4.1 6/11/2020 4.23 Registration Rights Agreement for January 2031 Notes dated as of June 10, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc. 8-K 001-31560 4.3 6/11/2020 4.24 Indenture for the June 2029 Notes dated as of June 18, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.1 6/18/2020 4.24(a) Supplemental Indenture, dated as of May18, 2021, to Indenture for the June 2029 Notes dated June18, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association 8-K12B 001-31560 10.10 5/19/2021 4.25 Form of 4.091% Senior Note due 2029 8-K 001-31560 4.1 6/18/2020 4.26 Registration Rights Agreement for June 2029 Notes dated as of June 18, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc. 8-K 001-31560 4.3 6/18/2020 4.27 Indenture for the July 2029 Notes dated as of December 8, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.1 12/9/2020 4.27(a) Supplemental Indenture, dated as of May18, 2021, to Indenture for the July 2029 Notes dated December8, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association 8-K12B 001-31560 10.12 5/19/2021 4.28 Form of 3.125% Senior Note due July 2029 8-K 001-31560 4.1 12/9/2020 4.29 Registration Rights Agreement for the July 2029 Notes dated as of December 8, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC 8-K 001-31560 4.3 12/9/2020 4.30 Indenture for the July 2031 Notes dated as of December 8, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee 8-K 001-31560 4.4 12/9/2020 4.30(a) Supplemental Indenture, dated as of May18, 2021, to Indenture for the July 2031 Notes dated December8, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association 8-K12B 001-31560 10.11 5/19/2021 4.31 Form of 3.375% Senior Note due 2031 8-K 001-31560 4.4 12/9/2020 4.32 Registration Rights Agreement for the July 2031 Notes dated as of December 8, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC 8-K 001-31560 4.6 12/9/2020 10.1+ 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 10.2+ 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 10.3+ 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 10.4+ 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 10.5+ 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 10.6+ Seagate Technology plc Amended and Restated Employee Stock Purchase Plan 8-K 001-31560 10.1 10/18/2017 10.7+ Dot Hill Systems Corp. 2009 Equity Incentive Plan, as amended, as assumed by Seagate Technology Public Limited Company by Deed Poll on October 21, 2015, and assumed by Seagate Technology Holdings Public Limited Company by Deed Poll on May 18, 2021 10-Q 001-31560 10.1 1/29/2016 10.8+ 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.3 1/30/2015 10.8(a)+ First Amendment to the 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.1 10/30/2015 10.8(b)+ Second Amendment to the 2015 Seagate Deferred Compensation Plan 10-K 001-31560 10.16(b) 8/2/2019 10.8(c)+ Third Amendment to the 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.6 2/4/2019 10.8(d)+ Fourth Amendment to the 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.1 2/5/2020 10.8(e)+ Fifth Amendment to the 2015 Seagate Deferred Compensation Plan 10-Q 001-31560 10.2 1/28/2021 10.9+ Seagate 2009 Deferred Compensation Plan 10-K 001-31560 10.17 8/2/2019 10.9(a)+ First Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.26 5/5/2010 10.9(b)+ Second Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.21 5/3/2011 10.9(c)+ Third Amendment to 2009 Seagate Deferred Compensation Plan 10-Q/A 001-31560 10.56 1/31/2013 10.9(d)+ Fourth Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.4 1/30/2015 10.9(e)+ Fifth Amendment to 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.7 2/4/2019 10.9(f)+ Sixth Amendment to 2009 Seagate Deferred Compensation Plan 10-K 001-31560 10.17(f) 8/7/2020 10.9(g)+ Seventh Amendment to the 2009 Seagate Deferred Compensation Plan 10-Q 001-31560 10.3 1/28/2021 10.10+ 2010 Restated Seagate Deferred Compensation Plan 10-Q 001-31560 10.27 4/30/2012 10.10(a)+ First Amendment to the 2010 Restated Seagate Deferred Compensation Plan 10-Q 001-31560 10.4 2/4/2019 10.10(b)+ Second Amendment to the 2010 Restated Seagate Deferred Compensation Plan 10-K 001-31560 10.18(b) 8/7/2020 10.11+ Seagate Deferred Compensation Sub-Plan 10-Q 001-31560 10.28 5/5/2010 10.11(a)+ First Amendment to the Seagate Deferred Compensation Sub-Plan 10-Q 001-31560 10.5 2/4/2019 10.11(b)+ Second Amendment to the Seagate Deferred Compensation Sub-Plan 10-K 001-31560 10.19(b)+ 8/7/2020 10.12+ Seagate Technology plc Amended and Restated Executive Officer Performance Bonus Plan 8-K 001-31560 10.1 11/4/2013 10.13+ Summary description of Seagate Technology plcs Compensation Policy for Non-Management Members of the Board of Directors with an Effective date of October 22, 2020 10-K 001-31560 10.13 8/6/2021 10.14 Form of Revised Indemnification Agreement between Seagate Technology and the director or officer named therein 10-Q 001-31560 10.4(b) 5/6/2009 10.15 Deed Poll of Assumption by Seagate Technology plc, dated July 2, 2010 8-K 001-31560 10.2 7/6/2010 10.16 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 10.17+ Offer Letter, dated December 3, 2018 by and between Seagate U.S.LLC and Gianluca Romano 10-Q 001-31560 10.3 2/4/2019 10.18+ Retention Letter, dated February 3, 2022 by and between Seagate and Gianluca Romano 10-Q 001-31560 10.1 4/28/2022 10.19 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., asSyndication Agents, and MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents 10-Q 001-31560 10.1 4/30/2019 10.20 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 10.20(a) First Amendment, dated as of January 13, 2021 to the U.S. Guarantee Agreement dated as of February 20, 2019 10-Q 001-31560 10.5 1/28/2021 10.21 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 10.22 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 10.22(a) 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 10.22(b) Third Amendment, dated as of January 13, 2021, to the Credit Agreement dated as of February 20, 2019 10-Q 001-31560 10.4 1/28/2021 10.22(c) Fourth Amendment, dated as of May 18, 2021, to the Credit Agreement as of February 19, 2019 8-K 001-31560 10.1 5/19/2021 10.22(d) Fifth Amendment, dated as of October 14, 2021 to the Credit Agreement as of February 20, 2019 10-Q 001-31560 10.6 10/28/2021 10.23 Joinder and Assumption Agreement, dated as of May 18, 2021, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman, the guarantors party thereto, and The Bank of Nova Scotia, as administrative agent for the lenders 8-K12B 001-31560 10.2 5/19/2021 10.24+ Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan amended and restated as of October 29, 2019 8-K 001-31560 10.1 11/4/2019 10.25+ Revised Form of Executive Performance Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) 10-K 001-31560 10.35 8/7/2020 10.26+ Revised Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) 10-K 001-31560 10.36 8/7/2020 10.27+ Revised Form of Employee Stock Option Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) 10-K 001-31560 10.37 8/7/2020 10.28+ 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) 10-K 001-31560 10.38 8/7/2020 10.29+ Revised Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after April 2021) 10-Q 001-31560 10.3 4/29/2021 10.30+ Amended and Restated Seagate Technology Holdings plc 2012 Equity Incentive Plan as amended and restated on May 18, 2021 8-K12B 001-31560 10.18 5/19/2021 10.31+ Revised Form of Employee Restricted Share Unit Agreement for Seagate Technology Holdings public limited company pursuant to the 2012 Equity Incentive Plan (includes Compensation Recovery Policy) (for awards granted after May 18, 2021) 8-K12B 001-31560 10.14 5/19/2021 10.32+ Revised Form of Outside Directors Restricted Share Unit Agreement for Seagate Technology Holdings public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after May 18, 2021) 8-K12B 001-31560 10.15 5/19/2021 10.33+ Revised Form of Employee Stock Option Agreement for Seagate Technology Holdings public limited company pursuant to the 2012 Equity Incentive Plan (includes Compensation Recovery Policy) (for awards granted after May 18, 2021) 8-K12B 001-31560 10.16 5/19/2021 10.34+ Revised Form of Executive Performance Share Unit Agreement for Seagate Technology Holdings public limited company pursuant to the 2012 Equity Incentive Plan (includes Compensation Recovery Policy) for awards granted after May 18, 2021) 8-K12B 001-31560 10.17 5/19/2021 10.35+ Seagate Technology Holdings plc Amended and Restated Employee Stock Purchase Plan as amended and restated on May 18, 2021 8-K12B 001-31560 10.20 5/19/2021 10.36 Deed Poll of Assumption by Seagate Technology Holdings plc, dated May 18, 2021 8-K12B 001-31560 10.13 5/19/2021 10.37+ Seagate Technology Holdings plc Amended and Restated Executive Officer Performance Bonus Plan (as amended and restated effective May 18, 2021) 8-K12B 001-31560 10.19 5/19/2021 10.38+ Seventh Amended and Restated Seagate Technology Executive Severance and Change in Control Plan 10-K 001-31560 10.37 8/6/2021 10.39+ Seagate Technology Holdings plc Executive Bonus Plan 10-Q 001-31560 10.2 4/28/2022 10.40+ Eighth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan 10-Q 001-31560 10.3 4/28/2022 10.41+ Seagate Technology Holdings plc 2022 Equity Incentive Plan S-8 001-31560 10.1 10/20/2021 10.42+ Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement (Outside Directors) S-8 001-31560 10.2 10/20/2021 10.43+ Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Option Agreement S-8 001-31560 10.5 10/20/2021 10.44+ Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Executive Performance Share Unit Agreement S-8 001-31560 10.4 10/20/2021 10.45+ Amended Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement 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