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 26, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2017, Seagate Technology plc (the “Company”) issued a press release reporting its financial results for the fiscal third quarter ended March 31, 2017. 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 April 26, 2017 and is payable on July 5, 2017, to shareholders of record at the close of business on June 21, 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 6:00 a.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 fourth fiscal quarter of 2017 including key underlying assumptions. A replay will be available on Seagate’s Investor Relations website at www.seagate.com/investors shortly following event conclusion. 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 April 26, 2017, of Seagate Technology plc entitled “Seagate Technology Reports Fiscal Third 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, market demand and dividend issuance plans for the fiscal quarter ending June 30, 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; 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: April 26, 2017

EX-99.1

Exhibit 99.1

Media Contact:

Eric DeRitis, (408) 658-1561

eric.deritis@seagate.com

SEAGATE TECHNOLOGY REPORTS FISCAL THIRD QUARTER 2017 FINANCIAL RESULTS

Revenue up 3% year-over-year

CUPERTINO, CA — April 26, 2017 — Seagate Technology plc (NASDAQ: STX) (the “Company” or “Seagate”) today reported financial results for the third quarter of fiscal year 2017 ended March 31, 2017. For the third quarter, the Company reported revenue of $2.7 billion, gross margin of 30.5%, net income of $194 million and diluted earnings per share of $0.65. On a non-GAAP basis, which excludes the net impact of certain items, Seagate reported gross margin of 31.4%, net income of $329 million and diluted earnings per share of $1.10.

During the third quarter, the Company generated $426 million in cash flow from operations, paid cash dividends of $186 million, and successfully raised $1.25 billion in investment grade debt. Cash, cash equivalents, and short-term investments totaled approximately $3.0 billion at the end of the quarter. There were 297 million ordinary shares issued and outstanding as of the end of the quarter.

“The results of our financial performance this quarter reflect a stable demand environment, good operational execution and momentum in the stabilization of our business model,” said Steve Luczo, Seagate’s chairman and chief executive officer. “With a market-leading and cost-efficient storage solution portfolio, Seagate is well positioned to support our existing and new customers in a world of accelerated data creation and increased storage needs driven by emerging technologies and new business models. We will continue to focus on future growth opportunities, generating profits and building lasting value for our shareholders.”

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 July 5, 2017 to shareholders of record as of the close of business on June 21, 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 6:00 a.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 fourth 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, market demand, and dividend issuance plans for the fiscal quarter ending June 30, 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; 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)

	March 31, 2017		July 1, 2016 (a)
ASSETS
Current assets:
Cash and cash equivalents	$	3,026	$	1,125
Short-term investments		—		6
Accounts receivable, net		1,156		1,318
Inventories		1,038		868
Other current assets		240		216
Total current assets		5,460		3,533
Property, equipment and leasehold improvements, net		1,911		2,160
Goodwill		1,237		1,237
Other intangible assets, net		323		448
Deferred income taxes		605		616
Other assets, net		203		219
Total Assets	$	9,739	$	8,213
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,591	$	1,517
Accrued employee compensation		245		184
Accrued warranty		112		104
Current portion of long-term debt		158		—
Accrued expenses		683		444
Total current liabilities		2,789		2,249
Long-term accrued warranty		111		102
Long-term accrued income taxes		16		14
Other non-current liabilities		142		164
Long-term debt, less current portion		5,073		4,091
Total Liabilities		8,131		6,620
Total Equity		1,608		1,593
Total Liabilities and Equity	$	9,739	$	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 Nine Months Ended
	March 31, 2017			April 1, 2016			March 31, 2017			April 1, 2016
Revenue	$	2,674		$	2,595		$	8,365		$	8,506
Cost of revenue		1,858			2,071			5,857			6,553
Product development		324			298			944			930
Marketing and administrative		150			150			457			491
Amortization of intangibles		28			29			85			94
Restructuring and other, net		48			20			164			95
Total operating expenses		2,408			2,568			7,507			8,163
Income from operations		266			27			858			343
Interest income		5			1			7			2
Interest expense		(60	)		(47	)		(160	)		(142	)
Other, net		1			28			(10	)		18
Other expense, net		(54	)		(18	)		(163	)		(122	)
Income before income taxes		212			9			695			221
Provision for income taxes		18			30			37			43
Net income (loss)	$	194		$	(21	)	$	658		$	178
Net income (loss) per share:
Basic	$	0.66		$	(0.07	)	$	2.22		$	0.59
Diluted		0.65			(0.07	)		2.20			0.59
Number of shares used in per share calculations:
Basic		296			298			297			300
Diluted		300			298			299			303
Cash dividends declared per ordinary share	$	0.63		$	0.63		$	1.89		$	1.80

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	For the Nine Months Ended
	March 31, 2017			April 1, 2016
OPERATING ACTIVITIES
Net income	$	658		$	178
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		573			615
Share-based compensation		110			95
Impairment of long-lived assets		35			25
Deferred income taxes		12			1
Other non-cash operating activities, net		17			10
Changes in operating assets and liabilities:
Accounts receivable, net		165			531
Inventories		(170	)		85
Accounts payable		124			(31	)
Accrued employee compensation		61			(92	)
Accrued expenses, income taxes and warranty		69			1
Other assets and liabilities		19			(7	)
Net cash provided by operating activities		1,673			1,411
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		(330	)		(441	)
Maturities of short-term investments		6			—
Cash used in acquisition of business, net of cash acquired		—			(634	)
Other investing activities, net		(13	)		10
Net cash used in investing activities		(337	)		(1,065	)
FINANCING ACTIVITIES
Redemption and repurchase of debt		(97	)		(22	)
Net proceeds from issuance of long-term debt		1,232			—
Taxes paid related to net share settlement of equity awards		(25	)		(55	)
Repurchases of ordinary shares		(248	)		(1,090	)
Dividends to shareholders		(374	)		(539	)
Proceeds from issuance of ordinary shares under employee stock plans		83			78
Other financing activities, net		—			(4	)
Net cash provided by (used in) financing activities		571			(1,632	)
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash		(8	)		—
Increase (decrease) in cash, cash equivalents, and restricted cash		1,899			(1,286	)
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	$	3,031		$	1,200

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 March 31, 2017		For the Nine Months Ended March 31, 2017
Reconciliation of GAAP Net Income:
GAAP Net income		$	194	$	658
Non-GAAP adjustments:
Revenue	A		1		(1	)
Cost of revenue	B		24		79
Product development	C		30		31
Marketing and administrative	D		2		1
Amortization of intangibles	E		27		81
Restructuring and other, net	F		48		164
Other expense, net	G		—		24
Provision for income taxes	H		3		3
Non-GAAP net income		$	329	$	1,040
Reconciliation of GAAP Diluted Net Income Per Share:
GAAP		$	0.65	$	2.20
Non-GAAP		$	1.10	$	3.48
Shares used in diluted net income per share calculation			300		299

A For the three and nine months ended March 31, 2017, Revenue has been adjusted on a non-GAAP basis for changes in the sales provision for discontinued products.

B For the three and nine months ended March 31, 2017, Cost of revenue has been adjusted on a non-GAAP basis to exclude amortization of intangibles associated with acquisitions, accelerated depreciation, the write off of certain fixed assets related to restructuring and other charges.

C For the three and nine months ended March 31, 2017, Product development expenses have been adjusted on a non-GAAP basis to exclude accelerated depreciation and the write off of certain fixed assets related to restructuring and other charges.

D For the three and nine months ended March 31, 2017, Marketing and administrative expenses have been adjusted on a non-GAAP basis primarily to reflect the impact of certain strategic development costs and the write off of certain fixed assets.

E For the three and nine months ended March 31, 2017, Amortization of intangibles primarily related to our acquisitions has been excluded on a non-GAAP basis.

F For the three and nine months ended March 31, 2017, 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 nine months ended March 31, 2017, Other expense, net has been adjusted on a non-GAAP basis to exclude the impairment of a certain strategic investment.

H For the three and nine months ended March 31, 2017, Provision for income taxes represents the tax effects of non-GAAP adjustments determined using a hybrid with and without method and effective tax rate for the applicable adjustment and jurisdiction.