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): October 23, 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 October 23, 2017, Seagate Technology plc (the “Company” or “Seagate”) issued a press release reporting its financial results for the fiscal first quarter ended September 29, 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 (“Board”) has approved a quarterly cash dividend of $0.63 per share. The dividend of $0.63 per share was declared by the Board on October 23, 2017 and is payable on January 3, 2018, to shareholders of record at the close of business on December 20, 2017.

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 second fiscal quarter of 2018 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 October 23, 2017, of Seagate Technology plc entitled “Seagate Technology Reports Fiscal First Quarter 2018 Financial Results.”

Cautionary Note Regarding Forward-Looking Statements

This 8-K 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 December 29, 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 result 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 8-K is contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 4, 2017, the “Risk Factors” section of which is incorporated into this 8-K 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: October 23, 2017

EX-99.1

Exhibit 99.1

Media Contact: Helen Farrier, (408) 658-1616 helen.farrier@seagate.com

SEAGATE TECHNOLOGY REPORTS FISCAL FIRST QUARTER 2018 FINANCIAL RESULTS

CUPERTINO, CA – October 23, 2017 – Seagate Technology plc (NASDAQ: STX) (the “Company” or “Seagate”) today reported financial results for the quarter ended September 29, 2017. For the first quarter, the Company reported revenue of $2.6 billion, gross margin of 28.0%, net income of $181 million and diluted earnings per share of $0.62. On a non-GAAP basis, which excludes the net impact of certain items, Seagate reported gross margin of 29.0%, net income of $279 million and diluted earnings per share of $0.96.

During the first quarter, the Company generated $237 million in cash flow from operations and returned approximately $350 million to shareholders in the form of dividends and share repurchases. Cash and cash equivalents totaled approximately $2.3 billion at the end of the quarter. There were 289 million ordinary shares issued and outstanding as of the end of the quarter.

“The results of our performance this quarter reflect solid execution and market demand for our storage product portfolio,” said Dave Mosley, Seagate’s chief executive officer. “Seagate delivered record levels of exabyte shipments and generated sequential growth in revenue and profit. As the demand for storage continues to benefit from the proliferation of data growth, Seagate is in a strong position to grow its businesses, improve profitability and continue with its shareholder-return objectives.”

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 Relations 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 January 3, 2018 to shareholders of record as of the close of business on December 20, 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 second fiscal quarter of 2018, including key underlying assumptions.

An archived audio webcast of this event will be available on Seagate’s Investors Relations 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, financial projections, estimates of industry growth, market demand, shifts in technology and dividend issuance plans for the fiscal quarter ending December 29, 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; 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 the Company’s operations or result 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 4, 2017, 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)

	September 29, 2017		June 30, 2017 (a)
ASSETS
Current assets:
Cash and cash equivalents	$	2,285	$	2,539
Accounts receivable, net		1,209		1,199
Inventories		1,014		982
Other current assets		316		321
Total current assets		4,824		5,041
Property, equipment and leasehold improvements, net		1,817		1,875
Goodwill		1,237		1,238
Other intangible assets, net		255		281
Deferred income taxes		609		609
Other assets, net		214		224
Total Assets	$	8,956	$	9,268
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,539	$	1,626
Accrued employee compensation		150		237
Accrued warranty		111		113
Accrued expenses		658		650
Total current liabilities		2,458		2,626
Long-term accrued warranty		119		120
Long-term accrued income taxes		15		15
Other non-current liabilities		120		122
Long-term debt		5,002		5,021
Total Liabilities		7,714		7,904
Equity:
Total Equity		1,242		1,364
Total Liabilities and Equity	$	8,956	$	9,268

(a) The information in this column was derived from the Company’s audited Consolidated Balance Sheet as of June 30, 2017.

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended
	September 29, 2017			September 30, 2016
Revenue	$	2,632		$	2,797
Cost of revenue		1,896			1,996
Product development		263			315
Marketing and administrative		145			155
Amortization of intangibles		22			28
Restructuring and other, net		51			82
Total operating expenses		2,377			2,576
Income from operations		255			221
Interest income		7			1
Interest expense		(61	)		(50	)
Other, net		(13	)		1
Other expense, net		(67	)		(48	)
Income before income taxes		188			173
Provision for income taxes		7			6
Net income	$	181		$	167
Net income per share:
Basic	$	0.62		$	0.56
Diluted		0.62			0.55
Number of shares used in per share calculations:
Basic		290			299
Diluted		292			301
Cash dividends declared per ordinary share	$	0.63		$	0.63

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	For the Three Months Ended
	September 29, 2017			September 30, 2016
OPERATING ACTIVITIES
Net income	$	181		$	167
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		161			200
Share-based compensation		32			40
Deferred income taxes		(3	)		1
Other non-cash operating activities, net		1			(7	)
Changes in operating assets and liabilities:
Accounts receivable, net		(10	)		12
Inventories		(32	)		(46	)
Accounts payable		(30	)		101
Accrued employee compensation		(87	)		32
Accrued expenses, income taxes and warranty		16			89
Other assets and liabilities		8			2
Net cash provided by operating activities		237			591
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		(124	)		(140	)
Maturities of short-term investments		—			1
Other investing activities, net		(8	)		—
Net cash used in investing activities		(132	)		(139	)
FINANCING ACTIVITIES
Redemption and repurchase of debt		(22	)		—
Taxes paid related to net share settlement of equity awards		(20	)		(23	)
Repurchases of ordinary shares		(166	)		(101	)
Dividends to shareholders		(184	)		—
Proceeds from issuance of ordinary shares under employee stock plans		29			35
Net cash used in financing activities		(363	)		(89	)
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash		4			—
(Decrease) increase in cash, cash equivalents, and restricted cash		(254	)		363
Cash, cash equivalents, and restricted cash at the beginning of the period		2,543			1,132
Cash, cash equivalents, and restricted cash at the end of the period	$	2,289		$	1,495

Use of non-GAAP financial information

The Company uses non-GAAP measures of adjusted revenue, gross margin, net income, diluted earnings per share and operating expenses 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 September 29, 2017			For the Three Months Ended September 30, 2016
Reconciliation of GAAP Net Income:
GAAP Net income		$	181		$	167
Non-GAAP adjustments:
Revenue			—			—
Cost of revenue	A		26			25
Product development	B		1			—
Marketing and administrative	C		—			(1	)
Amortization of intangibles	D		21			27
Restructuring and other, net	E		51			82
Other expense, net	F		(1	)		(1	)
Provision for income taxes	G		—			—
Non-GAAP net income		$	279		$	299
Reconciliation of GAAP Diluted Net Income Per Share:
GAAP		$	0.62		$	0.55
Non-GAAP		$	0.96		$	0.99
Shares used in diluted net income per share calculation			292			301

A For the three months ended September 29, 2017, Cost of revenue has been adjusted on a non-GAAP basis to exclude amortization of intangibles associated with acquisitions and write off of certain inventory and other charges related to restructuring. For the three months ended September 30, 2016, Cost of revenue has been adjusted on a non-GAAP basis to exclude amortization of intangibles associated with acquisitions and write off of certain fixed assets.

B For the three months ended September 29, 2017, Product development expenses have been adjusted on a non-GAAP basis to exclude other charges related to restructuring.

C For the three months ended September 30, 2016, Marketing and administrative expenses have been adjusted on a non-GAAP basis primarily to reflect the impact of our disposed data service business.

D For the three months ended September 29, 2017 and September 30, 2016, Amortization of intangibles primarily related to our acquisitions has been excluded on a non-GAAP basis.

E For the three months ended September 29, 2017 and September 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.

F For the three months ended September 29, 2017 and September 30, 2016, Other expense, net has been adjusted on a non-GAAP basis to exclude the impact of our disposed data service business.

G For the three months ended September 29, 2017 and September 30, 2016, 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.