0001104659-12-025931.txt : 20120417 0001104659-12-025931.hdr.sgml : 20120417 20120417161451 ACCESSION NUMBER: 0001104659-12-025931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120417 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120417 DATE AS OF CHANGE: 20120417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seagate Technology plc CENTRAL INDEX KEY: 0001137789 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 980648577 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31560 FILM NUMBER: 12763901 BUSINESS ADDRESS: STREET 1: 38/39 FITZWILLIAM SQUARE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: (353) (1) 234-3136 MAIL ADDRESS: STREET 1: 38/39 FITZWILLIAM SQUARE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Seagate Technology DATE OF NAME CHANGE: 20090330 FORMER COMPANY: FORMER CONFORMED NAME: SEAGATE TECHNOLOGY DATE OF NAME CHANGE: 20021212 FORMER COMPANY: FORMER CONFORMED NAME: SEAGATE TECHNOLOGY HOLDINGS DATE OF NAME CHANGE: 20010406 8-K 1 a12-9867_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 17, 2012

 


 

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 Number)

 

38/39 Fitzwilliam Square

Dublin 2

Ireland

 

NA

(Address of principal executive office)

 

(Zip Code)

 

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

 

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):

 

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

 

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

 

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

 

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

 

 

 



 

Item 2.02                     Results of Operations and Financial Condition.

 

On April 17, 2012, Seagate Technology plc (or the “Company”) issued a press release and supplemental commentary reporting its financial results for the fiscal quarter ended March 30, 2012.  The press release and supplemental commentary are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively.

 

The information contained in this report, the attached press release and supplemental commentary is “furnished” but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

 

Item 9.01       Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is attached to this Current Report on Form 8-K:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release, dated April 17, 2012, of Seagate Technology plc entitled “Seagate Technology Reports Fiscal Third Quarter 2012 Financial Results.”

 

 

 

99.2

 

Supplemental Commentary, dated April 17, 2012, of Seagate Technology plc entitled “Seagate Technology plc Fiscal Third Quarter 2012 Financial Results.”

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report 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, in particular, statements about our plans, strategies and prospects and estimates of industry growth for the fiscal quarter ending June 30, 2012 and beyond. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this document. 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, the uncertainty in global economic conditions continues to pose a risk to the Company’s operating and financial performance as consumers and businesses may defer purchases in response to tighter credit and financial news. Such risks and uncertainties also include, but are not limited to, the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; 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 possible excess industry supply with respect to particular disk drive products; the Company’s ability to achieve projected cost savings in connection with restructuring plans; the risk that we will incur significant incremental costs in connection with our recently executed transaction with Samsung Electronics Co., Ltd. (“Samsung”) or that we will not achieve the benefits expected from such transaction; and significant disruption to the industry supply chain due to the severe flooding throughout parts of Thailand. 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 and Form 10-K/A as filed with the U.S. Securities and Exchange Commission on August 17, 2011 and August 24, 2011 respectively, and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on January 25, 2012 which statements are incorporated into this document 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.

 

2



 

SIGNATURE

 

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, thereto duly authorized.

 

 

 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

 

 

 

By:

/s/ PATRICK J. O’MALLEY

 

Name:

Patrick J. O’Malley

 

Title:

Executive Vice President and Chief Financial Officer

 

Date: April 17, 2012

 

3


EX-99.1 2 a12-9867_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

Media Relations Contact:

Brian Ziel (408.658.1540)

brian.ziel@seagate.com

 

SEAGATE TECHNOLOGY REPORTS FISCAL THIRD QUARTER 2012
FINANCIAL RESULTS

 

Over $1.2 Billion Returned to Shareholders in Dividends and Buybacks

 

CUPERTINO, CA — April 17, 2012 — Seagate Technology plc (NASDAQ: STX) today reported financial results for the quarter ended March 30, 2012. The company reported revenue of $4.4 billion, gross margin of 37%, net income of $1.1 billion and diluted earnings per share of $2.48. On a non-GAAP basis, which excludes the net impact of certain items, Seagate reported net income of $1.2 billion and diluted earnings per share of $2.64.

 

The company generated approximately $938 million in cash from operations, paid cash dividends of $112 million and used approximately $1.1 billion to repurchase 43.1 million shares of common stock and for the early retirement of debt.

 

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

 

“Seagate delivered strong performance this quarter by concentrating our efforts toward supporting our customers as the recovery of the hard drive industry continues to progress,” said Steve Luczo, Chairman, President and CEO. “Importantly, during this challenging period, Seagate has successfully transitioned its portfolio to industry-leading products across all markets thereby positioning the company for continued leadership through operational excellence.”

 

1



 

Dividend

 

The Board of Directors has approved a quarterly cash dividend of $0.25 per share, which will be payable on May 17, 2012 to shareholders of record as of the close of business on May 2, 2012. The payment of any future quarterly dividends will be at the discretion of the Board and will be dependent upon Seagate’s financial position, results of operations, available cash, cash flow, capital requirements and other factors deemed relevant by the Board.

 

Investor Communications

 

Seagate management will hold a public webcast to review its third fiscal quarter today at 3:00 p.m. Pacific Time on its Investor Relations website at www.seagate.com/investors. During today’s conference call, the company will provide an outlook for its fourth fiscal quarter of 2012 and its view of the remainder of the calendar year, including key underlying assumptions. Seagate is planning an investor and analyst meeting on September 21, 2012 to discuss the Company’s longer-term strategic plan.

 

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 investors section of seagate.com.

 

Conference Call

 

The conference call can be accessed online at http://www.seagate.com/investors.

 

Replay

 

A replay will be available beginning today at approximately 6:00 p.m. Pacific Time at www.seagate.com/investors.

 

About Seagate Technology

 

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

 

2



 

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, including, in particular, statements about our plans, strategies and prospects and estimates of industry growth for the fiscal quarter ending June 30, 2012 and beyond. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. 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, the uncertainty in global economic conditions continues to pose a risk to the Company’s operating and financial performance as consumers and businesses may defer purchases in response to tighter credit and financial news. Such risks and uncertainties also include, but are not limited to, the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; 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 possible excess industry supply with respect to particular disk drive products; the Company’s ability to achieve projected cost savings in connection with restructuring plans; the risk that we will incur significant incremental costs in connection with our recently executed transaction with Samsung Electronics Co., Ltd. (“Samsung”) or that we will not achieve the benefits expected from such transaction; and significant disruption to the industry supply chain due to the severe flooding throughout parts of Thailand. 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 and Form 10-K/A as filed with the U.S. Securities and Exchange Commission on August 17, 2011 and August 24, 2011 respectively, and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on January 25, 2012 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.

 

# # #

 

3



 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

 

 

 

March 30,
2012

 

July 1,
2011(a)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,638

 

$

2,677

 

Short-term investments

 

408

 

474

 

Restricted cash and investments

 

98

 

102

 

Accounts receivable, net

 

2,478

 

1,495

 

Inventories

 

841

 

872

 

Deferred income taxes

 

97

 

99

 

Other current assets

 

808

 

706

 

Total current assets

 

6,368

 

6,425

 

Property, equipment and leasehold improvements, net

 

2,179

 

2,245

 

Goodwill

 

464

 

31

 

Other intangible assets

 

541

 

1

 

Deferred income taxes

 

378

 

374

 

Other assets, net

 

134

 

149

 

Total Assets

 

$

10,064

 

$

9,225

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

2,172

 

$

2,063

 

Accrued employee compensation

 

262

 

199

 

Accrued warranty

 

221

 

189

 

Accrued expenses

 

499

 

452

 

Current portion of long-term debt

 

 

560

 

Total current liabilities

 

3,154

 

3,463

 

Long-term accrued warranty

 

154

 

159

 

Long-term accrued income taxes

 

80

 

67

 

Other non-current liabilities

 

140

 

121

 

Long-term debt, less current portion

 

2,862

 

2,952

 

Total Liabilities

 

6,390

 

6,762

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Total Shareholders’ Equity

 

3,674

 

2,463

 

Total Liabilities and Shareholders’ Equity

 

$

10,064

 

$

9,225

 

 


(a) The information in this column was derived from the Company’s audited Consolidated Balance Sheet as of July 1, 2011.

 

4



 

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

 

 

 

March 30,
2012

 

April 1,
2011

 

March 30,
2012

 

April 1,
2011

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

4,450

 

$

2,695

 

$

10,457

 

$

8,112

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

2,809

 

2,179

 

7,257

 

6,517

 

Product development

 

270

 

224

 

737

 

646

 

Marketing and administrative

 

142

 

110

 

388

 

317

 

Amortization of intangibles

 

18

 

 

20

 

2

 

Restructuring and other, net

 

1

 

3

 

4

 

14

 

Total operating expenses

 

3,240

 

2,516

 

8,406

 

7,496

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1,210

 

179

 

2,051

 

616

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

2

 

2

 

5

 

6

 

Interest expense

 

(59

)

(59

)

(185

)

(151

)

Other, net

 

6

 

 

(2

)

(21

)

Other expense, net

 

(51

)

(57

)

(182

)

(166

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,159

 

122

 

1,869

 

450

 

Provision for income taxes

 

13

 

29

 

20

 

58

 

Net income

 

$

1,146

 

$

93

 

$

1,849

 

$

392

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

2.57

 

$

0.21

 

$

4.29

 

$

0.85

 

Diluted

 

2.48

 

0.21

 

4.16

 

0.83

 

 

 

 

 

 

 

 

 

 

 

Number of shares used in per share calculations:

 

 

 

 

 

 

 

 

 

Basic

 

446

 

437

 

431

 

459

 

Diluted

 

463

 

453

 

445

 

475

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.25

 

$

 

$

0.61

 

$

 

 

5



 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

 

 

For the Nine Months Ended

 

 

 

March 30,
2012

 

April 1,
2011

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

1,849

 

$

392

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

597

 

567

 

Share-based compensation

 

38

 

38

 

Loss on redemption of debt

 

17

 

26

 

Gain on sale of property and equipment

 

(18

)

(4

)

Gain on sale of equity investments

 

(12

)

 

Deferred income taxes

 

(5

)

35

 

Other non-cash operating activities, net

 

7

 

(1

)

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(983

)

7

 

Inventories

 

167

 

(77

)

Accounts payable

 

191

 

181

 

Accrued employee compensation

 

63

 

(127

)

Accrued expenses, income taxes and warranty

 

(28

)

(10

)

Other assets and liabilities

 

(66

)

(80

)

Net cash provided by operating activities

 

1,817

 

947

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Acquisition of property, equipment and leasehold improvements

 

(497

)

(685

)

Proceeds from the sale of property and equipment

 

11

 

2

 

Purchases of short-term investments

 

(382

)

(208

)

Sales of short-term investments

 

330

 

118

 

Maturities of short-term investments

 

118

 

59

 

Cash used in acquisition of Samsung HDD assets and liabilities

 

(561

)

 

Change in restricted cash and investments

 

4

 

13

 

Other investing activities, net

 

12

 

(2

)

Net cash used in investing activities

 

(965

)

(703

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Repayments of long-term debt and capital lease obligations

 

(670

)

(377

)

Net proceeds from issuance of long-term debt

 

 

736

 

Repurchases of ordinary shares

 

(1,172

)

(710

)

Proceeds from issuance of ordinary shares under employee stock plans

 

214

 

48

 

Dividends to shareholders

 

(266

)

 

Other financing activities, net

 

3

 

(3

)

Net cash used in financing activities

 

(1,891

)

(306

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(1,039

)

(62

)

Cash and cash equivalents at the beginning of the period

 

2,677

 

2,263

 

Cash and cash equivalents at the end of the period

 

$

1,638

 

$

2,201

 

 

6



 

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.

 

7



 

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
March 30,
2012

 

For the Nine
Months Ended
March 30,
2012

 

 

 

 

 

 

 

 

 

GAAP net income

 

 

 

$

1,146

 

$

1,849

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

Total operating expenses

 

(A)

 

76

 

95

 

Other expense, net

 

(B)

 

 

12

 

Provision for (benefit from) income taxes

 

(C)

 

 

(7

)

Non-GAAP net income

 

 

 

$

1,222

 

$

1,949

 

 

 

 

 

 

 

 

 

Diluted net income per share:

 

 

 

 

 

 

 

GAAP

 

 

 

$

2.48

 

$

4.16

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

$

2.64

 

$

4.38

 

 

 

 

 

 

 

 

 

Shares used in diluted net income per share calculation

 

 

 

463

 

445

 

 


(A) For the three months ended March 30, 2012, Total operating expenses on a GAAP basis totaled $3,240 million, while Non-GAAP Total operating expenses, which excludes the net impact of certain adjustments was $3,164 million. The non-GAAP adjustments primarily include acquisition and integration costs associated with the acquisition of Samsung’s HDD business, which was completed in December 2011, amortization expense of other intangible assets, and the accrual of the 2012 Voluntary Early Retirement Program (“2012 VERP”) offered by the Company to certain of its employees in the U.S. in January 2012.

 

For the nine months ended March 30, 2012, Total operating expenses on a GAAP basis totaled $8,406 million, while Non-GAAP Total operating expenses, which excludes the net impact of certain adjustments, was $8,311 million. The non-GAAP adjustments reflect the net impact from acquisition and integration costs associated with the acquisition of Samsung’s HDD business, which was completed in December 2011, amortization expense of other intangible assets, the accrual of the 2012 VERP offered by the Company to certain of its employees in the U.S. in January 2012, adjustments to the expected exit costs related to certain leased and sub-leased facilities and an increase in reserves related to post-employment benefits related to existing restructuring plans, offset by the reversal of previously accrued litigation costs and a gain on the sale of a building.

 

(B) For the three months ended March 30, 2012, Other expense, net on a GAAP and a Non-GAAP basis was an expense of $51 million. The non-GAAP adjustments include a loss recognized on the redemption of $66 million principal amount of our 10% secured notes, offset by a gain recognized upon sales of certain strategic investments during the quarter.

 

For the nine months ended March 30, 2012, Other expense, net on a GAAP basis was an expense of $182 million, while on a Non-GAAP basis, which excludes the net impact of certain adjustments, it was an expense of $170 million. The non-GAAP adjustments include a loss recognized on the redemption of $96 million principal amount of our 10% secured notes and a write-down of a strategic investment, offset by a gain recognized upon sales of certain other strategic investments.

 

(C) For the nine months ended March 30, 2012, Non-GAAP net income excludes a discrete tax item for release of valuation allowance on U.S. deferred tax assets associated with increases in the Company’s forecasted U.S. taxable income.

 

8


EX-99.2 3 a12-9867_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Seagate Technology plc Fiscal Third Quarter 2012 Financial Results

 

Supplemental Commentary

April 17, 2012

 

The information in this written commentary is being provided to the investment community concurrently with our press release. 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, in particular, statements about our plans, strategies and prospects and estimates of industry growth for the fiscal quarter ending June 30, 2012 and beyond. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this document. 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, the uncertainty in global economic conditions continues to pose a risk to the Company’s operating and financial performance as consumers and businesses may defer purchases in response to tighter credit and financial news. Such risks and uncertainties also include, but are not limited to, the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; 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 possible excess industry supply with respect to particular disk drive products; the Company’s ability to achieve projected cost savings in connection with restructuring plans; the risk that we will incur significant incremental costs in connection with our recently executed transaction with Samsung Electronics Co., Ltd. (“Samsung”) or that we will not achieve the benefits expected from such transaction; and significant disruption to the industry supply chain due to the severe flooding throughout parts of Thailand. 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 and Form 10-K/A as filed with the U.S. Securities and Exchange Commission on August 17, 2011 and August 24, 2011 respectively, and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on January 25, 2012 which statements are incorporated into this document 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.

 

1



 

Fiscal Third Quarter 2012 Financial Highlights

 

Industry Update

The industry’s ability to manufacture and ship drives was severely disrupted by flooding in Thailand in early October 2011 and has been steadily improving since mid-December. During the March 2012 quarter, the industry is estimated to have shipped 140-145 million units, up roughly 20% compared to the prior quarter. The availability of client products has improved with the notebook market almost fully recovered while desktop is expected to remain constrained through the fall. In the enterprise space, Seagate believes the mission critical market is almost fully recovered while the business critical market continues to be constrained as cloud infrastructure demand continues to increase rapidly.

 

Units Shipped, Revenue and Gross Margin

Seagate shipped 61 million units, up 29% sequentially and up 25% compared to the year-ago quarter. Revenue was $4.4 billion and gross margin as a percent of revenue was 37%. Revenue and gross margin as a percent of revenue were higher sequentially due to increased capacity in a supply-constrained environment, combined with Seagate’s operational ability to continue to ship units at an increasing average capacity per drive with improving yields.

 

Operating Expenses

Product Development and Marketing and Administrative on a GAAP basis totaled $412 million for the March quarter, while non-GAAP Product Development and Marketing and Administrative costs, which excludes costs associated with the Samsung HDD acquisition and a voluntary early retirement program, was $382 million.

 

Amortization of Acquisition Related Intangibles

As a result of the acquisition of Samsung’s HDD business, Seagate recognized a non-cash, $35 million expense for amortization of acquisition-related intangibles in the March quarter with approximately $17 million recorded in Cost of revenue and $18 million in Amortization of intangibles.

 

Selected Balance Sheet Items

Cash, cash equivalents, restricted cash, and short-term investments totaled $2.1 billion at the end of the March 2012 quarter, down approximately $181 million compared to the December 2011 quarter. During the quarter, cash of approximately $1.2 billion was used to fund a dividend, repurchase stock, and early retirement of debt.

 

For the March quarter, Cash Flow from Operations was $938 million, Capital Investment was $136 million and free cash flow (Cash Flow from Operations less Capital Investments) was $802 million. For fiscal 2012, Capital Investment is expected to be below the low-end of the targeted range of 6-8% of revenue.

 

2



 

The company paid approximately $1.1 billion to repurchase 43.1 million of its ordinary shares and paid $112 million in dividends during the March quarter. Between April 2 and April 16, 2012 the company has paid $250 million to repurchase 9.4 million of its ordinary shares. Approximately 424 million ordinary shares were outstanding as of April 16, 2012. For more information on our share repurchases, please refer to Seagate’s Investor Relations website for the daily posted transactions.  This is updated on a regular basis and can be accessed by clicking here.

 

Fiscal third quarter Days Sales Outstanding were 51, up 5 days sequentially as our production and shipments accelerated into the end of the quarter. Inventory turns were 13.4 during the quarter, reflecting a higher level of direct shipments to customers since the Thailand flooding.

 

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 TAMs (Total Available Market) in this document is the company’s best estimate of industry unit shipments based on preliminary 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 up 25% over the year-ago quarter.

 

Seagate shipped 7.4 million enterprise class drives in the March quarter. Mission critical server and storage applications accounted for 4.5 million and business critical applications consisted of 2.9 million units.

 

Client Compute Market

The TAM for client compute disk drives, which includes disk drives designed for use in mobile and desktop computers, was down 9% year-over-year.

 

Seagate shipped 43.8 million client compute disk drives in the March quarter. Mobile drives accounted for 20.1 million units, and desktop drives accounted for 23.7 million units.

 

Client non-Compute Market

The client 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 down approximately 25% year-over-year.

 

Seagate shipped 9.5 million client non-compute drives in the March quarter. CE accounted for 6.8 million units and Seagate branded storage products consisted of 2.7 million units.

 

3



 

Products, Technology and Operations

 

Products and Technology

In March Seagate became the first hard drive maker to achieve the milestone storage density of 1 terabit (1 trillion bits) per square inch on a hard drive, producing a demonstration of the technology that could double the storage capacity of today’s hard drives upon its introduction later this decade.  Seagate reached the landmark data density with heat-assisted magnetic recording (HAMR), the next- generation recording technology.

 

Operations

Through the extraordinary efforts of our suppliers and strong operational execution, Seagate successfully delivered our portfolio of products to a broad base of customers and increased production and shipments significantly compared to the prior quarter. As a result, Seagate shipped over 1000 drives per employee and exited the quarter building approximately 10 drives per second. Seagate continues to work with the component supply base to fully restore its supply chain and expects to be at targeted capacity levels entering the September quarter.

 

4


GRAPHIC 4 g98671mm07i001.jpg GRAPHIC begin 644 g98671mm07i001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:BBB@`HH MHH`****`"BBB@`HHHH`****`"BJ&KZWINA69N]3NX[:(="YY8^@'4GZ5Q+?$ MW4]8D:/PGX7NK]`BT5YE)XA^)._P":'0+<_P#/)[E,_P#H M=3#QMXWTI/.UCPFEU;`9:;3Y-V!Z\%OZ4`>CT5S?AOQYH/B<^59W)BNN]M.- MDGX=C^%:FL:G_95EYXB\UB2%7.!PI8D_@#0!H45G:+JO]JVK2-%Y3J1D9R"" M,@CZBM&@`HHHH`****`"BBB@`HHHH`****`"BBB@`K`\8>++7PEI!NI5\VXE M.RVMP>9&_P`!WK>)`&2<`5XO?ZZFI:SJOC6\436>E/\`9=*@?[LDW\+8]OOG M\/2@"MJ&]-0AU#Q3$^M>(;O!M-&7.RW4_=\P#I_N#\:76))5"Q^,O$LEL1C9 MHND*,QCLIQ\J_0Y-+!%J>FS0V5F3-XNUQ?.NKJ0\V4+E)I:B MVN)K/P?!;S3V_-]XAOP"B'N4+<*/?DG]:!E.+3M`EC+V_@'Q#=1?\]GG8$^_ M"XHM#H%O=!=+UC6O"E^.B7N6B)]"1@@?48KIM$T"]\4>?);?$N]NKBV($OV= M7"(3G&,L,C@]/2NSLO"*3^'AI?B:X77)`S$7$T>'4'H`>H(]8ZFJW%Y% M:>+[>+3]0DPUEK]CCRY3V+[>&'^T,$5UWA;Q)>]3:;\-&M8]1T>[O_M>@7"[K:"09EMY,_>4]!CGIU[BN*GTZ^:VO M?#5VY_MKP[FYTRY7AI81R4!^F&'Y4`>V6MG!91&.WCV*S%FYR6)ZDD]34]8G M@_7U\2^&+34N!*Z[9E':0<-_C^-;=`@HHHH`**XWXF^)-0\-^'HI--(BFN9Q M"9RN?*&"W\76OV34O#WBU?$ZLP^T6KN@&WOC)X].Q'%`'J5%<]KW MC?1/#DT5M?RRFZD7<+>",R.!ZD#I4EOXT\/W.@2:ZFH(+*(XD9@0R-_=*]<\ M]*`-VBN4T[XD>'=1OX+)7NK>2Y.(&N;9HUE)Z8)]:?J?Q%\.:3JSZ9<7,K31 M'$QBA9TA_P!XCICOZ4`=117.0^/?#DVC7.KB^VV=M+Y+NZ$9?&0%'4Y]JKV' MQ(\/7]VMH'N[>9T+QK<6S1^:`,_+GKP/QH`ZNBO.O"OQ&.K>++^PNY6-K)+M ML`+8J0.2=Y[<`=<5K2?%'PK'?&V-Y*4#[#20X-OO M!4Y!`(.?R%>?Z9(K>)?!-P3B.YTDVJG_`&P)%_F10,RWU&XDT'7/$"$_;]>U M#[!`W=(^K`?4;5K7M?#HUOQ!%X)MY6AT;1HUDOVC.#C:;HEJ+;3+**UB[B-<%O*?%5AX3TY+N]#R-+($BABP7< M]\`^E`C;KF-:\)2:CXQTGQ!:W*0-9@I<*5R94YX'YD<^M=+&_F1+(`5W`'## M!'UIU`'G?POSIVK>)M"!_=VE[NC'H"2/Y*M>B5YYX!_TGQ[XPO$YC^T",'U( M9O\`"O0Z`"BBB@#D/B-K$FD:1`\NBPZIITLFR\64$^6O&#C\^?7%>:>)$\&1 MI:WG@>\NDU=Y5\NW@+\?F,@YQT->\,JNI5U#*1@@C(-5;?2=-M)O.MM/M8)# M_''"JM^8%`'D=P]]H_Q"OI]8UYM!FN[:-DNS;+*LGRKE03P,$'IZ57^U0:1X M;UK6-/9M:AN[V.-YKZP5;??\Q,BKGGKCH.HKVFZLK2]0)=VL-PH.0LL8<#\Z M7[+;_9OLWV>+R,8\K8-N/3'2@#Q36]1CN]<\,Y\41ZRR749*00+%#;CZ)/E7L)F,&<_ZLYXZT#/-],U9 MM)\!W++IUK()M8V%KN$2I:_(.=I[]OSK1N[^.\^(7AECXE77'6X4-)'"L<<6 M6'RKCO\`_6KTKPQX1L_#NA-ICL+TS2&6X>9`1(Y]O3@5K1Z;81*BQV-NBQG* M!8E`4^HXXH`\HM;M(O%WC?2?/\G4-3#QV<9!!E;#'`^H-8MA>6'_``A)TN_\ M6S6@!*2Z0FGJ\F[=G@G!)Z'.?:O=&L[5[A;E[:%IUZ2E`6'X]:8VFV#70NFL MKS\EC.@5]I7&",G!`.,9KR)+>]3P M[<:>N5U?PE>M<1KW:$L-Q'L&`;Z&O>:YJ^\&6]UXPM?$D-R]M-&ACN(E0%;E M<8PWX<'UP*`/-KFZT^*^DU252?#?BJ/;=%.3:7`Y/XJV2/4$U7NXH[.&VT+Q M1,]L;;YM(UVV!==F<@$CJO<8Y6MSQ#X9NO!D]W/9V!U3PQ?'-W8=X#_>7TQV M;MT/8UG:39ZA)ITH\)75MXCT;.Z72=14>9!GV/X\J>:!FI:ZUX^AMA'::YX? MU.`#Y;I[A-V/4Y(Y^HK/L[K38_%EG>^)M8/B35VE5(;6P7S(;%['PQ%=I9O+(;NWT%;5%%`!1110`4444`%% M%%`!1110`4444`%%%%`!1110`A&1@U2L=%TS3)[B>PL(+:6Y(,S1(%WD>N/K M5ZB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`** 5**`"BBB@`HHHH`****`"BBB@#__9 ` end GRAPHIC 5 g98671mm07i002.jpg GRAPHIC begin 644 g98671mm07i002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`.^N_P"W]<^(FKZ59^)KK2K2RM+>5$@MXGW,Y?.2ZD_P MBF:I+XG\#SZ=J%SXB?6M,N+R*TNH+JUCCD02-M#HR`="1D$TA(N#:[6D&[S1C*`=2?F'YBJ^J^.?#&B7S66HZQ;PW*`%X^6,8/0OM!V_ MCBM&[US2K'2/[6NM1MHM/*AA(IY+?2M3BN)XEW M/%@HX7UVL`<>_2JU_P"/_"FF7\EC>:Y:Q3Q,$E')6-O1F`PI^I%=%'(DL:R1 MNKHX#*RG((/0@UPNNMKFJ?$:/0]/\0W.DVJZ3]K;R((I"[^;LYWJ>W\JI^(H M?%O@S1+CQ!%XLDU6*R`DGLKVTB198\@,%9`"K8/'6NQU3Q/H^B6%O>:K?16< M=QCRED^\Y(S@*,DGZ"JW_"3Z=J_AC4]1T+48;@V\$IW1]8W"D@,IY!]B*KZ+ MXFMK7X>:-KGB#488?/L8))IY2%WR,@)P!U).>`*T=$\4Z)XC,PTG48;EX<>; M&,JZ9Z$JP!`]\52U'Q_X5TJ_ELKW6K>.XA.)5`9A$?1RH(7\2*U+[7=*TW21 MJMYJ%M#8$`K<-(-C`],'OGMCK5;1/%F@^(Y98M*U**XFA`,D6"KJ#WVL`<>^ M,56U3QWX7T:_>QO]9MH;E,>8G+>7GIO(!"_CBM^&:.XACFAD22*10Z.ARK*1 MD$$=17FU%M';Q"4?==@O+$=LFJ'@K2;-_%'C/5WMDEODU:2&)W&=BB M-&PN>F2><=<#TK(^'4_B<>#HKJR\/Z5=&_DEGNKF?4622>0NP;>OE'!'W<9. M`*BL?#EY+I$-C%J.B6VHV.ORW>F:?]H,\"D)N:W;@'*[V/`RO%;@U*<^,M"? MQ;X<_L_4`TD-AJ-G=^;!([(=T;TU_P_H<]KI>FZ5XI\.W, MDTTVNL#Q+J6I7]KI.FO`X;/3[2_^R>&4NK>"[N3"@E.Q6`S1R.FHEY+F$QDM&%,:[MI`?KQ@TGA:XU27PZJ> M%O#5K#HUP9)8[K5[T[[D.Q)D9%5BKV-Q/ M<6=M>9,5SM:16``YP%.01G;Q6Z=4N/\`A,=*?Q)X:.GZSY,\6G7MK=":"=BF MYHVP`1PN0&'TK+^'4>:D">8VV+=@?<'R=.-N*T+7P_;6OB:^UU)) M3[NY-#\1:EHUO>2&6>UMQ&\>]OO,F]24)[XJ67X?:,?#UII-N]W:O9 MS&YM[V*7_2%G.=TAUU/6M=O]9N+,EK5+A8XXHF(P7V M(H!;!(RU@^SK?6^TM)'_=D5@5<9YP1P>E-T[P3;VS:C8_-V[]G;&>G&:5/AIID&D0Z?;:AJ4`L[IKG3YDE7S+(MG*QG;]PY. M5;.>.,UTFD:5:Z)I5MIMFK""!-JECEF/4LQ )[L222>Y)K__9 ` end