8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 19, 2011

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland	001-31560	98-0648577
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Ireland

(Address of principal executive offices, including zip code)

(353)(1) 618-0517

(Registrant’s telephone number, including area code)

NA

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

Asset Purchase Agreement

On April 19, 2011, Seagate Technology plc (the “Registrant”), Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of the Registrant (the “Buyer”) and Samsung Electronics Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Seller”), entered into an Asset Purchase Agreement (the “Agreement”) pursuant to which the Buyer will acquire certain assets and assume certain liabilities of Seller relating to the research and development, manufacture and sale of hard-disk drive sets. A copy of the press release announcing the entry into the Agreement is attached hereto as Exhibit 99.1.

Under the terms of the Agreement, the transaction contemplated under the Agreement will be completed upon the satisfaction of certain customary closing conditions, including, without limitation, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, clearance by the European Commission and receipt of certain other similar regulatory approvals from the Republic of Korea, Japan and the People’s Republic of China. Assuming all closing conditions are met, at the closing of the transaction, Seller shall receive $687,500,000 payable in cash and 45,239,490 Ordinary Shares of the Registrant (together, the “Purchase Price”), which Purchase Price may be adjusted as provided in the Agreement. The cash portion of the purchase price will be funded from the Registrant’s cash on hand.

The Agreement also contains certain other covenants and agreements, including, but not limited to, the cooperation of Buyer and Seller in obtaining all necessary regulatory approvals, certain non-competition covenants of Seller, and certain non-solicitation covenants of Buyer and the Registrant.

Seller agreed to indemnify and hold harmless the Buyer and the Registrant, and their respective affiliates, officers, directors, employees, agents and representatives, subject to certain caps and limitations on indemnification set forth in the Agreement, from, against and in respect of any and all losses arising out of or resulting from (i) any inaccuracy in or breach of any representation or warranty made by Seller in the Agreement, (ii) any breach of any covenant, agreement or undertaking made by Seller in the Agreement, or (iii) any excluded liabilities. In addition, the Registrant and the Buyer agreed to indemnify and hold harmless the Seller and its subsidiaries, affiliates, shareholders officers, directors, employees, agents and representatives from (i) any inaccuracy in or breach of any representation or warranty made by the Registrant or the Buyer in the Agreement, (ii) any breach of any covenant, agreement or undertaking made by the Registrant or the Buyer in the Agreement, or (iii) any assumed liabilities.

Shareholder Agreement

In connection with the entry into the Agreement, the Registrant entered into a Shareholder Agreement (the “Shareholder Agreement”) with Seller, to become effective upon the closing of the transactions contemplated by the Agreement. Among other things, the Shareholder Agreement provides for certain transfer restrictions, standstill provisions and voting provisions.  Seller shall have the right to appoint one representative to Registrant’s Board of Directors so long as Seller and its affiliates continue to hold at least 7% of the Registrant’s outstanding Ordinary Shares. Further, the Registrant has agreed, subject to certain exceptions set forth in the Shareholder Agreement, to file a registration statement on or prior to one year following the closing date of the transactions contemplated by the Agreement to register the Ordinary Shares issued to Seller.

Intellectual Property Agreement

On April 19, 2011, Buyer entered into an Intellectual Property Agreement (the “IP Agreement”) with Seller, to become effective upon the closing of the transactions contemplated by the Agreement, pursuant to which Seller shall license to Buyer certain other of Seller’s intellectual property rights and Buyer shall license back to Seller certain of the transferred intellectual property rights and technology transferred to Buyer pursuant to the Agreement.

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Additional Elements of the Transaction

Additional elements of the transaction include:

·Extending and enhancing an existing cross-license agreement for each of Seller’s and the Registrant’s intellectual property.

·A disk drive supply agreement, under which the Registrant will supply disk drives to the Seller for its personal computer, notebook, consumer electronics and other businesses.

·A NAND flash memory supply agreement under which the Seller will provide Purchaser with semiconductor products for use in Purchaser’s enterprise solid state drives (SSDs), solid state hybrid drives and other products.

Item 2.02.  Results of Operations and Financial Condition

On April 19, 2011, the Registrant issued a press release and supplemental commentary reporting its financial results for the fiscal quarter ended April 1, 2011.  The press release and supplemental commentary are attached to this Current Report on Form 8-K as Exhibit 99.2 and 99.3 respectively.

The information contained in this Item 2.02 and the related exhibits are “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 3.02.  Unregistered Sales of Equity Securities

The information set forth in Item 1.01 related to the potential issuance of the Registrant’s Ordinary Shares is hereby incorporated by reference under this Item 3.02.  The issuance of the Registrant’s Ordinary Shares will be made pursuant to the exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press release, dated April 19, 2011, of Seagate Technology plc entitled “Seagate and Samsung Announce Broad Strategic Alignment.”
99.2	Press release, dated April 19, 2011, of Seagate Technology plc entitled “Seagate Technology plc Reports Fiscal Third Quarter 2011 Financial Results.”
99.3	Supplemental Commentary, dated April 19, 2011, of Seagate Technology plc entitled “Seagate Technology plc Fiscal Third Quarter 2011 Financial Results.”

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used, the words “anticipates”, “believes”, “expects”, “may”, “should” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements included in this Current Report on Form 8-K include, but are not limited to, statements regarding the expected benefits from the proposed transaction, the financial impact of the proposed transaction to the Registrant’s financials, statements regarding the parties’ ability to consummate the proposed transaction, satisfaction of closing conditions precedent to the consummation

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of the proposed transaction, the parties’ expectations with respect to integration, the timing for closing the proposed transaction, expected long-term tax rate, the Company’s focus on R&D and operations, and the Company’s progress on new product execution and time-to-market delivery. These forward-looking statements are based on information available to Seagate as of the date of this disclosure. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the company’s control. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in Seagate’s Annual Report on Form 10-K, Form 10-K/A and Quarterly Reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission on August 20, 2010, October 6, 2010, November 3, 2010 and February 3, 2011, respectively, which statements are incorporated herein by reference. These forward-looking statements should not be relied upon as representing Seagate’s views as of any subsequent date and Seagate undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
By:	/s/ Patrick J. O’Malley
	Patrick J. O’Malley Executive Vice President and Chief Financial Officer

Date:  April 19, 2011

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated April 19, 2011, of Seagate Technology plc entitled “Seagate and Samsung Announce Broad Strategic Alignment.”
99.2	Press release, dated April 19, 2011, of Seagate Technology plc entitled “Seagate Technology plc Reports Fiscal Third Quarter 2011 Financial Results.”
99.3	Supplemental Commentary, dated April 19, 2011, of Seagate Technology plc entitled “Seagate Technology plc Fiscal Third Quarter 2011 Financial Results.”

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EX-99.1

Exhibit 99.1

Seagate and Samsung Announce Broad Strategic Alignment

Samsung to Combine Hard Disk Drive Operations into Seagate

Companies to Enter Into Extensive Supply and Cross-Licensing Agreements

Samsung to Receive Significant Equity Ownership in Seagate

SCOTTS VALLEY, Calif. & SEOUL, South Korea — April 19, 2011 — Seagate Technology plc (NASDAQ: STX), the world leader in hard disk drives and storage solutions, and Samsung Electronics Co., Ltd., a world leader in digital consumer electronics and information technology, today announced that they have entered into a definitive agreement under which Seagate and Samsung will significantly expand and strengthen their strategic relationship by further aligning their respective ownership, investments and key technologies.  Major elements of the agreement include:

·Samsung combining its hard disk drive (HDD) operations into Seagate

·Extending and enhancing the existing patent cross-license agreement between the companies

·A NAND flash memory supply agreement under which Samsung will provide Seagate with its market-leading semiconductor products for use in Seagate’s enterprise solid state drives (SSDs), solid state hybrid drives and other products

·A disk drive supply agreement under which Seagate will supply disk drives to Samsung for PCs, notebooks and consumer electronics

·Expanded cooperation between the companies to co-develop enterprise storage solutions

·Samsung receiving significant equity ownership in Seagate

·A shareholder agreement under which an executive of Samsung will be nominated to join Seagate’s Board of Directors

The combined value of these transactions and agreements is approximately $1.375 billion USD, which will be paid by Seagate to Samsung in the form of 50% stock and 50% cash.

These transactions and related strategic agreements will enable both companies to better align their current and future product development efforts and roadmaps, accelerate time-to-market for new products and position the companies to better address rapidly evolving opportunities in markets including, but not limited to, mobile computing, cloud computing and solid state storage.  In connection with its strategic alliance with Samsung, Seagate expects also to strengthen its relationship with TDK Corporation/SAE Magnetics (H.K.) Ltd. Together, these transactions and agreements broaden a strategic relationship between Seagate and Samsung that began with a joint development agreement announced in August 2010.

“We are pleased to strengthen our strategic relationship with Samsung in a way that better aligns both companies around technologies and products,” said Steve Luczo, Seagate chairman, president and CEO.”  With these agreements, we expect to achieve greater scale and deliver a broader range of innovative storage products and solutions to our customers, while

facilitating our long-term relationship with Samsung.”

Seagate expects these transactions and agreements to be meaningfully accretive to non-GAAP diluted earnings per share and cash flow within the first full year following the closing, and Seagate does not expect any material restructuring costs in connection with them.

“Delivering value to the market and consumers is the primary goal of the extensive agreement announced today.  Samsung looks forward to extending our existing strategic ties with Seagate, to deliver creative technology solutions for a broad diversity of consumer, business and industrial applications,” said Oh-hyun, Kwon, president of the semiconductor business of Samsung Electronics.

The transactions and agreements significantly expand Seagate’s customer access in China and Southeast Asia.  In addition, the mutual supply agreements enable Seagate to secure an important source of leading-edge NAND flash supply as the company expands its SSD and solid state hybrid product offerings, and position Seagate to be a more significant supplier of disk drives to Samsung.  The agreement also gives Samsung a significant ownership position in Seagate.

Under the terms of the agreement, Samsung will receive consideration consisting of 50% Seagate ordinary shares and 50% cash.  Upon closing, Samsung will receive Seagate ordinary shares valued at $687.5 million (45.2 million shares, or approximately 9.6% ownership of Seagate, which is based on Seagate’s 30-day volume weighted average stock price prior to signing), plus $687.5 million in cash.  Samsung will have a right to designate a nominee to join Seagate’s Board of Directors following closing.

The agreement has no financing contingencies, and is subject to customary closing conditions, including review by U.S. and international regulators.  The transactions are expected to close by the end of calendar year 2011.

Morgan Stanley & Co. Incorporated served as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal advisor to Seagate in connection with the transaction.  Allen & Company LLC served as financial advisor and Paul, Hastings, Janofsky & Walker LLP served as legal advisor to Samsung.

Conference Call

Seagate will host a conference call at 5:30 a.m. Pacific Time to discuss the transaction.  In addition, Seagate will discuss its third quarter 2011 financial results on the same call.

The conference call can be accessed online at http://www.seagate.com/investors or by telephone as follows:

USA: (800) 299-9630

International: (617) 786-2904

Participant Passcode: 22585275

About Seagate

Seagate is the world leader in hard disk drives and storage solutions.  Learn more at www.seagate.com.

About Samsung Electronics Co., Ltd.

Samsung Electronics Co., Ltd. is a global leader in semiconductor, telecommunication, digital media and digital convergence technologies with 2010 consolidated sales of US$135.8 billion.  Employing approximately 190,500 people in 206 offices across 68 countries, the company consists of eight independently operated business units:  Visual Display, Mobile Communications, Telecommunication Systems, Digital Appliances, IT Solutions, Digital Imaging, Semiconductor and LCD.  Recognized as one of the fastest growing global brands, Samsung Electronics is a leading producer of digital TVs, semiconductors, mobile phones and TFT-LCDs.  For more information, please visit www.samsungelectronics.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used, the words “anticipates”, “believes”, “expects”, “may”, “should” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements included in this press release include, but are not limited to, statements regarding the expected benefits from the proposed transaction, the financial impact of the proposed transaction to the Company’s financials, statements regarding the parties’ ability to consummate the proposed transaction, satisfaction of closing conditions precedent to the consummation of the proposed transaction, the parties’ expectations with respect to integration, and the timing for closing the proposed transaction. These forward-looking statements are based on information available to Seagate as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the company’s control. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the company’s Annual Report on Form 10-K, Form 10-K/A and Quarterly Reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission on August 20, 2010, October 6, 2010, November 3, 2010 and February 3, 2011, respectively, which statements are incorporated into this press release by reference. These forward-looking statements should not be relied upon as representing the company’s views as of any subsequent date and Seagate undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

Contacts

For Seagate Technology

Rod Cooper, 831-439-2371 (Investor Relations)

rod.cooper@seagate.com

or

Brian Ziel, 831-439-5429 (Media Relations)

brian.ziel@seagate.com

or

Paul Kranhold, 415-618-8750 (Sard Verbinnen & Co)

pkranhold@sardverb.com

or

John Christiansen, 415-618-8750 (Sard Verbinnen & Co)

jchristiansen@sardverb.com

For Samsung Electronics Co., Ltd.

James Chung, +82-2-2255-8272

ducksea.jung@samsung.com

or

Ki-yung Nam, +82-2-2255-8289

kiyung.nam@samsung.com

#         #         #

EX-99.2

Exhibit 99.2

	Media Relations Contact:
	Brian Ziel (831.439.5429)
	brian.ziel@seagate.com
	Investor Relations Contact:
	Rod Cooper (831.439.2371)
	rod.j.cooper@seagate.com

SEAGATE TECHNOLOGY PLC REPORTS FISCAL THIRD QUARTER
2011 FINANCIAL RESULTS

SCOTTS VALLEY, CA — April 19, 2011 — Seagate Technology plc (NASDAQ: STX) today reported financial results for the quarter ended April 1, 2011. The company shipped 49 million disk drives and reported revenue of $2.7 billion, gross margin of 19.1%, net income of $93 million and diluted earnings per share of $0.21. On a non-GAAP basis, which excludes the net impact of loss on redemption of debt, purchased intangibles amortization, restructuring and tax adjustments related to prior fiscal years, Seagate reported net income of $113 million and diluted earnings per share of $0.25 for the quarter ended April 1, 2011.

For the nine months ended April 1, 2011, the company reported revenue of $8.1 billion, gross margin of 19.7%, net income of $392 million and diluted earnings per share of $0.83. On a non-GAAP basis, which excludes the net impact of loss on redemption of debt, purchased intangibles amortization, restructuring and tax adjustments related to prior fiscal years, Seagate reported net income of $452 million and diluted earnings per share of $0.95.

For reconciliation of non-GAAP to GAAP results, see accompanying financial tables.

Investor Communications

Seagate will hold a conference call to review the recently announced strategic alignment with Samsung as well as Seagate’s third fiscal quarter results today at 5:30 a.m. Pacific Time. This call will replace the call formerly scheduled for 3:45 p.m. today. The conference call will consist of comments from Steve Luczo, CEO,  and Pat O’Malley, CFO, followed by a question and answer session with the executive management team. During today’s conference call, the company will provide an outlook for its fourth fiscal quarter of 2011, including key underlying assumptions.

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Seagate has issued a Supplemental Commentary document. The Supplemental Commentary will not be read during today’s call, but rather it is available in the investor relations section of seagate.com.

Conference Call

The conference call can be accessed online at seagate.com or by phone as follows:

USA: (800) 299-9630

International: (617) 786-2904

Participant Passcode: 22585275

Replay

A replay will be available beginning today at 8:00 a.m. Pacific Time. The replay can be accessed from seagate.com.

About Seagate

Seagate is the world leader in hard disk drives and storage solutions. Learn more at seagate.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used, the words “anticipates”, “believes”, “expects”, “may”, “should” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on information available to the Company as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control. In particular, global economic conditions may pose a risk to the Company’s operating and financial performance. Such risks and uncertainties also include the impact of variable demand; dependence on the Company’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; and the Company’s ability to achieve projected cost savings. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Company’s Annual Report on Form 10-K, Form 10-K/A and Quarterly Reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission on August 20, 2010, October 6, 2010, November 3, 2010 and February 3, 2011, respectively, which statements are incorporated into this press release by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	April 1, 2011		July 2, 2010 (a)
ASSETS
Current assets:
Cash and cash equivalents	$	2,201	$	2,263
Short-term investments	279		252
Restricted cash and investments	103		114
Accounts receivable, net	1,394		1,400
Inventories	834		757
Deferred income taxes	107		118
Other current assets	586		514
Total current assets	5,504		5,418
Property, equipment and leasehold improvements, net	2,208		2,263
Deferred income taxes	373		395
Other assets, net	195		171
Total assets	$	8,280	$	8,247
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,778	$	1,780
Accrued employee compensation	136		263
Accrued warranty	198		189
Accrued expenses	419		422
Accrued income taxes	14		14
Current portion of long-term debt	560		329
Total current liabilities	3,105		2,997
Long-term accrued warranty	163		183
Long-term accrued income taxes	68		59
Other non-current liabilities	105		111
Long-term debt, less current portion	2,352		2,173
Total liabilities	5,793		5,523
Shareholders’ equity:
Total shareholders’ equity	2,487		2,724
Total liabilities and shareholders’ equity	$	8,280	$	8,247

(a) The information in this column was derived from the Company’s audited Consolidated Balance Sheet as of July 2, 2010.

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SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	April 1, 2011			April 2,2010			April 1, 2011			April 2,2010
Revenue	$	2,695		$	3,049		$	8,112		$	8,738
Cost of revenue	2,179			2,148			6,517			6,261
Product development	224			224			646			658
Marketing and administrative	110			105			317			323
Amortization of intangibles	—			8			2			23
Restructuring and other, net	3			4			14			50
Impairment of long-lived assets	—			—			—			64
Total operating expenses	2,516			2,489			7,496			7,379
Income from operations	179			560			616			1,359
Interest income	2			2			6			4
Interest expense	(59		)	(41		)	(151		)	(127		)
Other, net	—			1			(21		)	(7		)
Other expense, net	(57		)	(38		)	(166		)	(130		)
Income before income taxes	122			522			450			1,229
Provision for (benefit from) income taxes	29			4			58			(1		)
Net income	$	93		$	518		$	392		$	1,230
Net income per share:
Basic	$	0.21		$	1.05		$	0.85		$	2.48
Diluted	0.21			1.00			0.83			2.38
Number of shares used in per share calculations:
Basic	437			493			459			495
Diluted	453			520			475			519

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SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	For the Nine Months Ended
	April 1, 2011			April 2, 2010
OPERATING ACTIVITIES
Net income	$	392		$	1,230
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	567			584
Share-based compensation	38			38
Loss on redemption of debt	26			¾
Impairment of long-lived assets	¾			64
Deferred income taxes	35			10
Other non-cash operating activities, net	(5		)	22
Changes in operating assets and liabilities:
Accounts receivable, net	7			(418		)
Inventories	(77		)	(98		)
Accounts payable	181			242
Accrued employee compensation	(127		)	70
Accrued expenses, income taxes and warranty	(10		)	(131		)
Other assets and liabilities	(80		)	(5		)
Net cash provided by operating activities	947			1,608
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements	(685		)	(372		)
Purchases of short-term investments	(208		)	(278		)
Sales of short-term investments	118			75
Maturities of short-term investments	59			101
Change in restricted cash and investments	13			26
Other investing activities, net	¾			1
Net cash used in investing activities	(703		)	(447		)
FINANCING ACTIVITIES
Proceeds from short-term borrowings	—			15
Repayment of short-term borrowings	—			(365		)
Repayments of long-term debt and capital lease obligations	(377		)	(385		)
Net proceeds from issuance of long-term debt	736			—
Repurchases of ordinary shares	(710		)	(251		)
Change in restricted cash and investments	2			379
Proceeds from issuance of ordinary shares under employee stock plans	48			81
Other financing activities, net	(5		)	¾
Net cash used in financing activities	(306		)	(526		)
Increase (decrease) in cash and cash equivalents	(62		)	635
Cash and cash equivalents at the beginning of the period	2,263			1,427
Cash and cash equivalents at the end of the period	$	2,201		$	2,062

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Use of non-GAAP financial information

To supplement the condensed consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), the Company provides non-GAAP measures of net income and diluted net income per share, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP financial measures are provided to enhance the user’s overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company believes non-GAAP results provide useful information to both management and investors as these non-GAAP results exclude certain expenses, gains and losses that the Company believes are not indicative of its core operating results and because it is consistent with the financial models and estimates published by financial analysts who follow the Company.

These non-GAAP results are some of the primary measurements management uses to assess the Company’s performance, allocate resources and plan for future periods. Reported non-GAAP results should only be considered as supplemental to results prepared in accordance with GAAP, and not considered as a substitute for, or superior to, GAAP results. These non-GAAP measures may differ from the non-GAAP measures reported by other companies in the Company’s industry.

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SEAGATE TECHNOLOGY PLC

ADJUSTMENTS TO GAAP NET INCOME AND DILUTED NET INCOME PER SHARE

(In millions, except per share amounts)

(Unaudited)

		For the Three Months Ended April 1, 2011		For the Nine Months Ended April 1, 2011
GAAP net income		$	93	$	392
Non-GAAP adjustments:
Loss on redemption of debt	A	2		26
Restructuring charges	B	3		14
Amortization of purchased intangible assets	C	1		6
Adjustments for taxes	D	14		14
Non-GAAP net income		$	113	$	452
Diluted net income per share:
GAAP		$	0.21	$	0.83
Non-GAAP		$	0.25	$	0.95
Shares used in diluted net income per share calculation:		453		475

AFor the three months ended April 1, 2011, the Company incurred a loss upon the partial redemption of its 10.00% Senior Secured Second-Priority Notes due 2014.  The nine months ended April 1, 2011, included the loss upon redemption of its 5.75% Subordinated Debentures due March 2012 and its 2.375% Convertible Senior Notes due August 2012.

BFor the three and nine months ended April 1, 2011, the Company recorded restructuring charges associated with previously announced restructuring activities.

CFor the three and nine months ended April 1, 2011, amortization of purchased intangible assets acquired in acquisitions was allocated as follows:

	For the Three Months Ended April 1, 2011		For the Nine Months Ended April 1, 2011
Cost of revenue	$	1	$	4
Amortization of intangibles	¾		2
Total amortization of purchased intangible assets	$	1	$	6

DTo exclude the tax effects, where applicable, of adjustments to GAAP net income. In addition, during the three and nine months ended April 1, 2011, the Company recorded discrete tax charges of approximately $14 million primarily as a result of information obtained during the March quarter related to ongoing negotiations with non-U.S. tax authorities on tax positions taken in prior fiscal years.

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EX-99.3

Exhibit 99.3

Seagate Technology plc Fiscal Third Quarter 2011 Financial Results

Supplemental Commentary

April 19, 2011

The information in this written commentary is being provided to the investment community concurrently with our press release to allow additional time for review and analysis prior to commencement of the live call. Please note that these remarks will not be read during the call. The live call will consist of opening comments from Steve Luczo, Chairman, President and CEO, followed by a Q&A session with the executive management team.

Cautionary Note Regarding Forward-Looking Statements

This supplemental commentary contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used, the words “anticipates”, “believes”, “expects”, “may”, “should” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements included in this press release include statements regarding customer demand for disk drives, general market conditions, the Company’s expected long-term tax rate, the Company’s focus on R&D and operations, and the Company’s progress on new product execution and time-to-market delivery. These forward-looking statements are based on information available to the Company as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control. In particular, global economic conditions may pose a risk to the Company’s operating and financial performance. Such risks and uncertainties also include the impact of variable demand; dependence on the Company’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; and the Company’s ability to achieve projected cost savings. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Company’s Annual Report on Form 10-K, Form 10-K/A and Quarterly Reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission on August 20, 2010, October 6, 2010, November 3, 2010 and February 3, 2011, respectively, which statements are incorporated into this press release by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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Fiscal Third Quarter 2011 Financial Highlights

The Total Available Market (“TAM”) for hard disk drives in the March quarter was approximately 160 million units. Demand for disk drives strengthened as the March quarter ended in what is believed to be a reaction to possible supply chain disruptions stemming from the earthquake and tsunami in Japan.

Units Shipped, Revenue and Gross Margin

Seagate shipped 48.7 million units, essentially flat sequentially and down 3% compared to the year-ago quarter. Revenue was $2.7 billion and non-GAAP Gross Margin as a percent of revenue was 19.2%.

Operating Expenses

R&D and SG&A on a GAAP basis totaled $334 million for the March quarter, up 6% compared to the previous quarter and up slightly compared to the year-ago quarter. The increase over the prior quarter is due primarily to costs associated with the company’s variable compensation plan. In the first half of fiscal 2011, there were no expenses related to the variable compensation.

Restructuring

Restructuring expense of $3 million in the March quarter reflects costs associated with previously announced restructuring activities.

Other Expense, Net

Other income and expense on a GAAP basis was an expense of $57 million, which includes a full quarter of interest expense for the senior unsecured notes issued in December and approximately $2 million related to the early redemption of a portion of the 10% secured notes.

Provision for Income Taxes

The GAAP provision for income taxes in the March quarter was $29 million or 24% of income before income taxes. This includes discrete charges of approximately $14 million, which are primarily the result of information obtained during the March quarter as part of the ongoing negotiations with non-U.S. tax authorities on tax positions taken in prior fiscal years. On an annual basis, the expected long-term tax rate continues to be in the 3-10% range before discrete items.

Selected Balance Sheet Items

Cash, cash equivalents, restricted cash, and short-term investments totaled $2.6 billion at the end of the March quarter, down approximately $328 million as compared to the December quarter.

Cash Flow from Operations was $195 million, Capital Investments were $125 million and free cash flow (Cash Flow from Operations less Capital Investments) was $70 million. Additionally, the company repurchased approximately $405 million of its ordinary shares (29.5 million) during the March quarter.

The cash conversion cycle lengthened by 4 days to 8 days, reflecting a decrease in days payable outstanding and a slight increase of inventory.

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Seagate’s inventory at the end of the December quarter was $834 million, an increase of $26 million from the prior quarter.  In aggregate, work in progress (“WIP”) and raw materials increased by $32 million while finished goods decreased by $6 million. The increase for WIP and raw materials reflects strategic staging of key components and assemblies. Inventory turns are within our targeted operating range.

Disk Drive Market Commentary

Seagate provides data and commentary for the following major market categories 1] Enterprise, 2] Client Compute, and 3] Client non-Compute. A disk drive is associated with one of these three market categories based on how it is configured. For example, if a customer buys a standard 2.5-inch ATA drive from Seagate, this would be included in the Client Compute category regardless of the application into which the drive is ultimately integrated. The Client non-Compute category only contains drives specifically designed or configured for non-compute applications.

All references to unit TAMs by market is Seagate’s best estimate based on preliminary shipment information and is subject to change.

Enterprise Market

The TAM for enterprise class disk drives, which includes disk drives for both mission critical and business critical applications, was approximately 13.8 million, units up 10% over the year-ago quarter. Mission critical products continue to represent the bulk of the TAM at just over 8 million units. Seagate shipped 5.1 million drives for mission critical server and storage applications and 2.4 million drives for business critical applications, representing flat and a 29% increase year-over-year, respectively.

Client Compute Market

The TAM for client compute disk drives, which includes disk drives designed for use in mobile and desktop computers, was approximately 115 million units, down 7% year-over-year. The mobile TAM was approximately 64 million units, and the desktop TAM was approximately 51 million units.

Seagate shipped 32 million client compute disk drives in the March quarter. Mobile drives accounted for 11.7 million units, down 12% year-over-year and desktop drives for 20.3 million units, down 6% year-over-year.

Inventory of Seagate 3.5-inch ATA (desktop) disk drives in the distribution channel at the end of the quarter was below Seagate’s targeted range of 4-6 weeks.

Non-Compute Market

The non-compute market consists of disk drives specifically configured for consumer electronic (“CE”) applications plus Seagate branded products sold at retail. The March quarter TAM for the non-compute market was approximately 31 million disk drives, comprised of 17 million CE drives and 14 million for branded products.

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In the March quarter, Seagate shipped 5.2 million CE disk drives, a decrease of 5% year-over-year and 4.1 million Seagate branded storage products, up 41% year-over-year. Branded growth was driven by a stronger market in APAC and market share gains in the U.S., combined with launch of GoFlex for Mac and ongoing customer acceptance of GoFlex products in America.

Operations, Products/Technology

The focus in R&D and operations continues to be on executing time-to-market product introductions and supplying customers with high-quality products.

Products and Technology

Seagate continues to make progress on new product execution and time-to-market delivery for the broadest portfolio in the industry. Some new product and technology highlights include:

·Enterprise market — Seagate continues lead in this market. During the March quarter, Seagate qualified the following new products at major OEMs: Constellation® (2.5-inch/7200rpm/1TB) for business critical applications, and the new Savvio®10k and new Savvio®15K products for mission critical environments that deliver industry-leading capacity points and reliability.

Additionally, Seagate announced its second generation enterprise SSDs — Pulsar.2 and Pulsar XT.2. Pulsar.2 is an MLC-based SSD built from the ground up for demanding enterprise environments with up to 800GB of capacity. Seagate began the qualification process at OEMs with Pulsar XT.2, which delivers the highest levels of performance with the industry’s fastest write performance in a small form factor SSD.

·Client compute market — During the quarter, Seagate began shipments of its 3TB desktop, Barracuda® XT hard drive — a product that eliminates the need to purchase extra hardware or software to overcome the 2TB barrier. Seagate’s Momentus® XT 2.5-inch, solid-state hybrid product line continues the qualification process with OEM customers and ramping to volume.

·Client non-compute market — Seagate delivered a new line of GoFlex external drives specifically formatted and designed for the Mac market, as well as a new iPhone app for its GoFlex TV HD Media Player.

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