0001193125-17-016690.txt : 20170124 0001193125-17-016690.hdr.sgml : 20170124 20170124160855 ACCESSION NUMBER: 0001193125-17-016690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170124 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170124 DATE AS OF CHANGE: 20170124 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: 17543816 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 d284588d8k.htm FORM 8-K Form 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): January 24, 2017

 

 

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.)

 

38/39 Fitzwilliam Square

Dublin 2, Ireland

  N/A
(Address of principal executive office)   (Zip Code)

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

N/A

(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):

 

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

 

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

 

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

 

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 January 24, 2017, Seagate Technology plc (the “Company”) issued a press release reporting its financial results for the fiscal second quarter ended December 30, 2016. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and the exhibit hereto are “furnished” and 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 7.01 Regulation FD Disclosure.

The Company also announced that its Board of Directors has approved a quarterly cash dividend of $0.63 per share. The dividend of $0.63 per share was declared by the Board on January 24, 2017 and is payable on April 5, 2017 to shareholders of record at the close of business on March 22, 2017. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Seagate has issued a Supplemental Financial Information document. The Supplemental Financial Information is available on Seagate’s Investors website at www.seagate.com/investors. Seagate management will hold a public webcast today at 2:00 p.m. Pacific Time that can be accessed on its Investors website at www.seagate.com/investors. During today’s webcast, the Company will provide an outlook for its third fiscal quarter of 2017 including key underlying assumptions. A replay will be available beginning today at approximately 5:00 p.m. Pacific Time at www.seagate.com/investors. Investors and others should note that the Company routinely uses the Investors section of its corporate website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in the Company to review the information that it shares on www.seagate.com.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 is “furnished” and 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 exhibits are attached to this Current Report on Form 8-K:

 

Exhibit No.   

Description

99.1    Press release, dated January 24, 2017, of Seagate Technology plc entitled “Seagate Technology Reports Fiscal Second Quarter 2017 Financial Results.”


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 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the Company’s plans, strategies and prospects, estimates of industry growth, and dividend and share repurchase plans for the fiscal quarter ending March 31, 2017 and beyond. These statements identify prospective information and may include words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” or the negative of these words, variations of these words and comparable terminology. These forward-looking statements are based on information available to the Company as of the date of this report and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control and may pose a risk to the Company’s operating and financial condition. Such risks and uncertainties include, but are not limited to: items that may be identified during its financial statement closing process that cause adjustments to the estimates included in this report; the uncertainty in global economic conditions; the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; 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; the Company’s ability to achieve projected cost savings in connection with restructuring plans; possible excess industry supply with respect to particular disk drive products; disruptions to its supply chain or production capabilities; unexpected advances in competing technologies or changes in market trends; the development and introduction of products based on new technologies and expansion into new data storage markets; the Company’s ability to comply with certain covenants in its credit facilities with respect to financial ratios and financial condition tests; currency fluctuations that may impact the Company’s margins and international sales; cyber-attacks or other data breaches that disrupt its operations or results in the dissemination of proprietary or confidential information and cause reputational harm; and fluctuations in interest rates. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the expectations described in this press release is contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 5, 2016, the “Risk Factors” section of which is incorporated into this press release by reference, and other documents filed with or furnished to the Securities and Exchange Commission. 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.

The inclusion of Seagate’s website address in this press release is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, Seagate’s website and social media channels are not part of this press release.


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, hereunto duly authorized.

 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

By:

  /s/ DAVID H. MORTON, JR.

Name:

Title:

 

David H. Morton, Jr.

Executive Vice President, Finance and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: January 24, 2017

EX-99.1 2 d284588dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Media Contact:

Eric DeRitis, (408) 658-1561

eric.deritis@seagate.com

SEAGATE TECHNOLOGY REPORTS FISCAL SECOND QUARTER 2017 FINANCIAL RESULTS

Cash Flow from Operations $656 million, up 72% year-over-year

-     Diluted Earnings per Share up 82% year-over-year

-     Net Income up 80% year-over-year

-     Gross Margin expansion 600 basis points year-over-year

-     Average Capacity per Drive up 30% year-over-year

CUPERTINO, CA — January 24, 2017 — Seagate Technology plc (NASDAQ: STX) (the “Company” or “Seagate”) today reported financial results for the second quarter of fiscal year 2017 ended December 30, 2016. For the second quarter, the Company reported revenue of $2.9 billion, gross margin of 30.8%, net income of $297 million and diluted earnings per share of $1.00. On a non-GAAP basis, which excludes the net impact of certain items, Seagate reported gross margin of 31.8%, net income of $412 million and diluted earnings per share of $1.38.

During the second quarter, the Company generated $656 million in cash flow from operations, paid cash dividends of $188 million, and repurchased 4.1 million ordinary shares for $147 million. Cash, cash equivalents, and short-term investments totaled approximately $1.7 billion at the end of the quarter. There were 295 million ordinary shares issued and outstanding as of the end of the quarter.

“The Company’s product execution, operational performance, and financial results improved every quarter throughout 2016. In the December quarter we achieved near record results in gross margin, cash flow, and profitability. Seagate’s employees are to be congratulated for their incredible effort,” said Steve Luczo, Seagate’s chairman and chief executive officer. “Looking ahead, we are optimistic about the long-term opportunities for Seagate’s business as enterprises and consumers embrace and benefit from the shift of storage to cloud and mobile applications. Seagate is well positioned to work with the leaders in this digital transformation with a broad market-leading storage solution portfolio.”

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

Seagate has issued a Supplemental Financial Information document, which is available on Seagate’s Investors website at www.seagate.com/investors.

Quarterly Cash Dividend

The Board of Directors of the Company (the “Board”) has approved a quarterly cash dividend of $0.63 per share, which will be payable on April 5, 2017 to shareholders of record as of the close of business on March 22, 2017. 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 today at 2:00 p.m. Pacific Time that can be accessed on its Investor Relations website at www.seagate.com/investors. During today’s webcast, the Company will provide an outlook for its third fiscal quarter of 2017, including key underlying assumptions.

An archived audio webcast of this event will be available on Seagate’s Investors website at www.seagate.com/investors shortly following the event conclusion.


About Seagate

To learn more about the Company’s products and services, visit www.seagate.com and follow us on Twitter, Facebook, LinkedIn, Spiceworks, YouTube and subscribe to our blog. The contents of our website and social media channels are not a part of this release.

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 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the Company’s plans, strategies and prospects, estimates of industry growth, and dividend and share repurchase plans for the fiscal quarter ending March 31, 2017 and beyond. These statements identify prospective information and may include words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” or the negative of these words, variations of these words and comparable terminology. These forward-looking statements are based on information available to the Company as of the date of this report and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control and may pose a risk to the Company’s operating and financial condition. Such risks and uncertainties include, but are not limited to: items that may be identified during its financial statement closing process that cause adjustments to the estimates included in this report; the uncertainty in global economic conditions; the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; 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; the Company’s ability to achieve projected cost savings in connection with restructuring plans; possible excess industry supply with respect to particular disk drive products; disruptions to its supply chain or production capabilities; unexpected advances in competing technologies or changes in market trends; the development and introduction of products based on new technologies and expansion into new data storage markets; our ability to comply with certain covenants in our credit facilities with respect to financial ratios and financial condition tests; currency fluctuations that may impact the Company’s margins and international sales; cyber-attacks or other data breaches that disrupt our operations or results in the dissemination of proprietary or confidential information and cause reputational harm; and fluctuations in interest rates. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the expectations described in this press release is contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 5, 2016, the “Risk Factors” section of which is incorporated into this press release by reference, and other documents filed with or furnished to the Securities and Exchange Commission. 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.

The inclusion of Seagate’s website address in this press release is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, Seagate’s website and social media channels are not part of this press release.


SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

 

                                             
     December 30,
2016
     July 1,
2016 (a)
 
ASSETS      

Current assets:

     

Cash and cash equivalents

   $ 1,716       $ 1,125   

Short-term investments

     —           6   

Accounts receivable, net

     1,211         1,318   

Inventories

     1,008         868   

Other current assets

     205         216   
  

 

 

    

 

 

 

Total current assets

     4,140         3,533   

Property, equipment and leasehold improvements, net

     2,012         2,160   

Goodwill

     1,237         1,237   

Other intangible assets, net

     364         448   

Deferred income taxes

     614         616   

Other assets, net

     194         219   
  

 

 

    

 

 

 

Total Assets

   $ 8,561       $ 8,213   
  

 

 

    

 

 

 
LIABILITIES AND EQUITY      

Current liabilities:

     

Accounts payable

   $ 1,631       $ 1,517   

Accrued employee compensation

     254         184   

Accrued warranty

     114         104   

Accrued expenses

     682         444   
  

 

 

    

 

 

 

Total current liabilities

     2,681         2,249   

Long-term accrued warranty

     108         102   

Long-term accrued income taxes

     13         14   

Other non-current liabilities

     143         164   

Long-term debt

     4,093         4,091   
  

 

 

    

 

 

 

Total Liabilities

     7,038         6,620   

Equity:

     

Total Equity

     1,523         1,593   
  

 

 

    

 

 

 

Total Liabilities and Equity

   $ 8,561       $ 8,213   
  

 

 

    

 

 

 

 

(a) The information in this column was derived from the Company’s audited Consolidated Balance Sheet as of July 1, 2016.


SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

 

                                                                                           
     For the Three Months Ended     For the Six Months Ended  
     December 30,
2016
    January 1,
2016
    December 30,
2016
    January 1,
2016
 

Revenue

   $ 2,894      $ 2,986      $ 5,691      $ 5,911   
        

Cost of revenue

     2,003        2,245        3,999        4,482   

Product development

     305        304        620        632   

Marketing and administrative

     155        160        308        341   

Amortization of intangibles

     28        31        57        65   

Restructuring and other, net

     33        17        115        76   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     2,524        2,757        5,099        5,596   
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Income from operations

     370        229        592        315   
        

Interest income

     1        1        2        2   

Interest expense

     (50     (48     (100     (95

Other, net

     (11     (2     (11     (11
  

 

 

   

 

 

   

 

 

   

 

 

 

Other expense, net

     (60     (49     (109     (104
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Income before income taxes

     310        180        483        211   

Provision for income taxes

     13        15        19        13   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 297      $ 165      $ 464      $ 198   
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Net income per share:

        

Basic

   $ 1.00      $ 0.55      $ 1.56      $ 0.66   

Diluted

     1.00        0.55        1.55        0.65   

Number of shares used in per share calculations:

        

Basic

     296        299        297        301   

Diluted

     298        301        299        304   
        

Cash dividends declared per ordinary share

   $ 0.63      $ 0.63      $ 1.26      $ 1.17   


SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

                                             
     For the Six Months Ended  
     December 30,
2016
    January 1,
2016
 

OPERATING ACTIVITIES

    

Net income

   $ 464      $ 198   

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

    

Depreciation and amortization

     391        417   

Share-based compensation

     73        65   

Impairment of long-lived assets

     9        —     

Deferred income taxes

     3        —     

Other non-cash operating activities, net

     18        11   

Changes in operating assets and liabilities:

    

Accounts receivable, net

     110        384   

Inventories

     (140     (32

Accounts payable

     170        257   

Accrued employee compensation

     70        (87

Accrued expenses, income taxes and warranty

     69        (5

Other assets and liabilities

     10        (2
  

 

 

   

 

 

 

Net cash provided by operating activities

     1,247        1,206   
  

 

 

   

 

 

 

INVESTING ACTIVITIES

    

Acquisition of property, equipment and leasehold improvements

     (235     (346

Proceeds from the sale of property and equipment

     (1     —     

Maturities of short-term investments

     6        —     

Cash used in acquisition of business, net of cash acquired

     —          (634

Other investing activities, net

     (4     —     
  

 

 

   

 

 

 

Net cash used in investing activities

     (234     (980
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Redemption and repurchase of debt

     —          (15

Taxes paid related to net share settlement of equity awards

     (24     (54

Repurchases of ordinary shares

     (248     (1,061

Dividends to shareholders

     (188     (351

Proceeds from issuance of ordinary shares under employee stock plans

     47        41   

Other financing activities, net

     —          (4
  

 

 

   

 

 

 

Net cash used in financing activities

     (413     (1,444
  

 

 

   

 

 

 

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

     (12     (3
  

 

 

   

 

 

 

Increase (decrease) in cash, cash equivalents, and restricted cash

     588        (1,221

Cash, cash equivalents, and restricted cash at the beginning of the period

     1,132        2,486   
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash at the end of the period

   $ 1,720      $ 1,265   
  

 

 

   

 

 

 


Use of non-GAAP financial information

The Company uses non-GAAP measures of gross margin, net income and diluted earnings per share, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP financial measures may be 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 it believes are not indicative of its core operating results and because it is similar to the approach used in connection 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 its industry.


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
December 30,
2016
     For the Six
Months Ended
December 30,
2016
 

Reconciliation of GAAP Net Income:

        

GAAP Net income

      $ 297       $ 464   

Non-GAAP adjustments:

        

Revenue

     A         (1      (1

Cost of revenue

     B         29         54   

Product development

     C         2         2   

Marketing and administrative

     D         1         —     

Amortization of intangibles

     E         27         54   

Restructuring and other, net

     F         33         115   

Other expense, net

     G         24         23   
     

 

 

    

 

 

 

Non-GAAP net income

      $ 412       $ 711   
     

 

 

    

 

 

 

Reconciliation of GAAP Diluted Net Income Per Share:

        

GAAP

      $ 1.00       $ 1.55   

Non-GAAP

      $ 1.38       $ 2.38   

Shares used in diluted net income per share calculation

        298         299   

 

A For the three and six months ended December 30, 2016, Revenue has been adjusted on a non-GAAP basis to exclude revenue on certain discontinued products that had previously recognized a sales return provision.

B For the three and six months ended December 30, 2016, Cost of revenue has been adjusted on a non-GAAP basis to exclude amortization of intangibles associated with acquisitions and accelerated depreciation and write off of certain fixed assets related to restructuring.

C For the three and six months ended December 30, 2016, Product development expenses have been adjusted on a non-GAAP basis to exclude accelerated depreciation and write off of certain fixed assets related to restructuring and other charges.

D For the three months ended December 30, 2016, Marketing and administrative expenses have been adjusted on a non-GAAP basis primarily to reflect the impact of certain strategic development costs.

E For the three and six months ended December 30, 2016, Amortization of intangibles primarily related to our acquisitions has been excluded on a non-GAAP basis.

F For the three and six months ended December 30, 2016, Restructuring and other net, has been adjusted on a non-GAAP basis primarily related to reductions in our workforce as a result of our ongoing focus on cost efficiencies in all areas of our business.

G For the three and six months ended December 30, 2016, Other expense, net has been adjusted on a non-GAAP basis to exclude the impairment of a certain strategic investment.

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