Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 3, 2014

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from:                  to                  

 

Commission File Number 001-31560

 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

 

Ireland

 

98-0648577

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

38/39 Fitzwilliam Square

Dublin 2, Ireland

(Address of principal executive offices)

 

Telephone:  (353) (1) 234-3136

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer: x

 

Accelerated filer: o

 

 

 

Non-accelerated filer: o

 

Smaller reporting company: o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

As of October 27, 2014, 327,238,884 shares of the registrant’s ordinary shares, par value $0.00001 per share, were issued and outstanding.

 

 

 



Table of Contents

 

INDEX

SEAGATE TECHNOLOGY PLC

 

 

 

 

 

PAGE NO.

 

 

 

 

 

PART I

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets — October 3, 2014 and June 27, 2014 (Unaudited)

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations — Three Months ended October 3, 2014 and September 27, 2013 (Unaudited)

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income — Three Months ended October 3, 2014 and September 27, 2013 (Unaudited)

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows — Three Months ended October 3, 2014 and September 27, 2013 (Unaudited)

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statement of Shareholders’ Equity — Three Months ended October 3, 2014 (Unaudited)

 

7

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

8

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

26

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

32

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

33

 

 

 

 

 

PART II

 

OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

34

 

 

 

 

 

Item 1A.

 

Risk Factors

 

34

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

34

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

34

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

34

 

 

 

 

 

Item 5.

 

Other Information

 

34

 

 

 

 

 

Item 6.

 

Exhibits

 

34

 

 

 

 

 

 

 

SIGNATURES

 

35

 

2



Table of Contents

 

PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

 

 

 

October 3,
 2014

 

June 27,
 2014

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

2,190

 

$

2,634

 

Short-term investments

 

11

 

20

 

Restricted cash and investments

 

4

 

4

 

Accounts receivable, net

 

1,909

 

1,729

 

Inventories

 

1,071

 

985

 

Deferred income taxes

 

125

 

126

 

Other current assets

 

273

 

279

 

Total current assets

 

5,583

 

5,777

 

Property, equipment and leasehold improvements, net

 

2,156

 

2,136

 

Goodwill

 

873

 

537

 

Other intangible assets, net

 

468

 

359

 

Deferred income taxes

 

499

 

499

 

Other assets, net

 

186

 

184

 

Total Assets

 

$

9,765

 

$

9,492

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,740

 

$

1,549

 

Accrued employee compensation

 

245

 

296

 

Accrued warranty

 

145

 

148

 

Accrued expenses

 

466

 

405

 

Total current liabilities

 

2,596

 

2,398

 

Long-term accrued warranty

 

128

 

125

 

Long-term accrued income taxes

 

87

 

90

 

Other non-current liabilities

 

199

 

127

 

Long-term debt

 

3,809

 

3,920

 

Total Liabilities

 

6,819

 

6,660

 

Commitments and contingencies (See Notes 11 and 13)

 

 

 

 

 

Equity:

 

 

 

 

 

Seagate Technology plc Shareholders’ Equity:

 

 

 

 

 

Ordinary shares and additional paid-in capital

 

5,580

 

5,511

 

Accumulated other comprehensive loss

 

(15

)

(2

)

Accumulated deficit

 

(2,619

)

(2,677

)

Total Seagate Technology plc Shareholders’ Equity

 

2,946

 

2,832

 

Noncontrolling interest

 

 

 

Total Equity

 

2,946

 

2,832

 

Total Liabilities and Equity

 

$

9,765

 

$

9,492

 

 

The information as of June 27, 2014 was derived from the Company’s audited Consolidated Balance Sheet as of June 27, 2014.

 

See Notes to Condensed Consolidated Financial Statements.

 

3



Table of Contents

 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

October 3,
 2014

 

September 27,
 2013

 

Revenue

 

$

3,785

 

$

3,489

 

Cost of revenue

 

2,734

 

2,514

 

Product development

 

342

 

294

 

Marketing and administrative

 

216

 

181

 

Amortization of intangibles

 

31

 

20

 

Restructuring and other, net

 

6

 

2

 

Total operating expenses

 

3,329

 

3,011

 

Income from operations

 

456

 

478

 

Interest income

 

1

 

5

 

Interest expense

 

(54

)

(44

)

Other, net

 

(11

)

1

 

Other expense, net

 

(64

)

(38

)

Income before income taxes

 

392

 

440

 

Provision for income taxes

 

11

 

13

 

Net income

 

381

 

427

 

Less: Net income attributable to noncontrolling interest

 

 

 

Net income attributable to Seagate Technology plc

 

$

381

 

$

427

 

Net income per share attributable to Seagate Technology plc ordinary shareholders:

 

 

 

 

 

Basic

 

$

1.17

 

$

1.20

 

Diluted

 

1.13

 

1.16

 

Number of shares used in per share calculations:

 

 

 

 

 

Basic

 

327

 

357

 

Diluted

 

337

 

368

 

Cash dividends declared per Seagate Technology plc ordinary share

 

$

0.43

 

$

0.38

 

 

See Notes to Condensed Consolidated Financial Statements.

 

4



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SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

October 3,
2014

 

September 27,
2013

 

Net income

 

$

381

 

$

427

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Cash flow hedges

 

 

 

 

 

Change in net unrealized gain (loss) on cash flow hedges

 

(3

)

1

 

Less: reclassification for amounts included in net income

 

 

 

Net change

 

(3

)

1

 

Marketable securities

 

 

 

 

 

Change in net unrealized gain (loss) on marketable securities

 

 

1

 

Less: reclassification for amounts included in net income

 

 

 

Net change

 

 

1

 

Post-retirement plans

 

 

 

 

 

Change in unrealized gain (loss) on post-retirement plans

 

 

 

Less: reclassification for amounts included in net income

 

 

 

Net change

 

 

 

Foreign currency translation adjustments

 

(10

)

5

 

Total other comprehensive income (loss), net of tax

 

(13

)

7

 

Comprehensive income

 

368

 

434

 

Less: Comprehensive income attributable to noncontrolling interest

 

 

 

Comprehensive income attributable to Seagate Technology plc

 

$

368

 

$

434

 

 

See Notes to Condensed Consolidated Financial Statements.

 

5



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SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

October 3,
 2014

 

September 27,
 2013

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

381

 

$

427

 

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

 

 

 

 

 

Depreciation and amortization

 

218

 

228

 

Share-based compensation

 

42

 

27

 

Deferred income taxes

 

2

 

(1

)

Gain on sale of property and equipment

 

 

(2

)

Loss on repurchase of debt

 

14

 

 

Other non-cash operating activities, net

 

(2

)

4

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(179

)

49

 

Inventories

 

(49

)

(17

)

Accounts payable

 

183

 

47

 

Accrued employee compensation

 

(51

)

(115

)

Accrued expenses, income taxes and warranty

 

29

 

37

 

Vendor non-trade receivables

 

21

 

 

Other assets and liabilities

 

(7

)

(2

)

Net cash provided by operating activities

 

602

 

682

 

INVESTING ACTIVITIES

 

 

 

 

 

Acquisition of property, equipment and leasehold improvements

 

(172

)

(161

)

Purchases of short-term investments

 

(5

)

(87

)

Sales of short-term investments

 

 

49

 

Maturities of short-term investments

 

14

 

32

 

Cash used in acquisition of business

 

(450

)

 

Other investing activities, net

 

(6

)

(19

)

Net cash used in investing activities

 

(619

)

(186

)

FINANCING ACTIVITIES

 

 

 

 

 

Repurchase of long-term debt

 

(124

)

 

Repurchases of ordinary shares

 

(183

)

(182

)

Dividends to shareholders

 

(140

)

(135

)

Proceeds from issuance of ordinary shares under employee stock plans

 

39

 

39

 

Other financing activities, net

 

(12

)

(4

)

Net cash used in financing activities

 

(420

)

(282

)

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

 

(7

)

2

 

(Decrease) increase in cash and cash equivalents

 

(444

)

216

 

Cash and cash equivalents at the beginning of the period

 

2,634

 

1,708

 

Cash and cash equivalents at the end of the period

 

$

2,190

 

$

1,924

 

 

See Notes to Condensed Consolidated Financial Statements.

 

6



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SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

 

For the Three Months Ended October 3, 2014

(In millions)

(Unaudited)

 

 

 

 

 

Seagate Technology plc Ordinary Shareholders

 

 

 

 

 

Total
Equity

 

Number
of
Ordinary
Shares

 

Par Value
of Shares

 

Additional
Paid-in
Capital

 

Accumulated
Other
Comprehensive
Loss

 

Accumulated
Deficit

 

Total

 

Noncontrolling
Interest

 

Balance at June 27, 2014

 

$

2,832

 

327

 

$

 

$

5,511

 

$

(2

)

$

(2,677

)

$

2,832

 

$

 

Net income

 

381

 

 

 

 

 

 

 

 

 

381

 

381

 

 

Other comprehensive income

 

(13

)

 

 

 

 

 

 

(13

)

 

 

(13

)

 

 

Issuance of ordinary shares under employee stock plans

 

39

 

3

 

 

 

39

 

 

 

 

 

39

 

 

 

Repurchases of ordinary shares

 

(183

)

(3

)

 

 

 

 

 

 

(183

)

(183

)

 

 

Dividends to shareholders

 

(140

)

 

 

 

 

 

 

 

 

(140

)

(140

)

 

 

Share-based compensation

 

42

 

 

 

 

 

42

 

 

 

 

 

42

 

 

 

Other

 

(12

)

 

 

 

 

(12

)

 

 

 

 

(12

)

 

 

Balance at October 3, 2014

 

$

2,946

 

327

 

$

 

$

5,580

 

$

(15

)

$

(2,619

)

$

2,946

 

$

 

 

See Notes to Condensed Consolidated Financial Statements.

 

7



Table of Contents

 

SEAGATE TECHNOLOGY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.              Basis of Presentation and Summary of Significant Accounting Policies

 

Organization

 

The Company is a leading provider of electronic data storage solutions. Its principal products are hard disk drives, commonly referred to as disk drives, hard drives or HDDs. Hard disk drives are devices that store digitally encoded data on rapidly rotating disks with magnetic surfaces. Disk drives are used as the primary medium for storing electronic data. In addition to HDDs, we produce a broad range of electronic data storage products including solid state hybrid drives (“SSHD”) and solid state drives (“SSD”).

 

The Company’s products are designed for enterprise servers and storage systems in mission critical and nearline applications; client compute applications, where its products are designed primarily for desktop and mobile computing; and client non-compute applications, where its products are designed for a wide variety of end user devices such as digital video recorders (“DVRs”), personal data backup systems, portable external storage systems and digital media systems.

 

The Company continues to make strategic investments in order to expand its storage solutions, enter new market adjacencies, and expand our technical expertise. As a result of recent acquisitions, the Company’s product and solution portfolio for the enterprise data storage industry includes storage enclosures, integrated application platforms and high performance computing (“HPC”) data storage solutions. The Company’s storage subsystems support a range of high-speed interconnect technologies to meet demanding cost and performance specifications. The Company’s modular subsystem architecture allows it to support many segments within the networked storage market by enabling different specifications of storage subsystem designs to be created from a standard set of interlocking technology modules.

 

In addition to manufacturing and selling data storage products, the Company provides data storage services for small to medium-sized businesses, including online backup, data protection and recovery solutions.

 

Basis of Presentation and Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of the Company and all its wholly-owned and majority-owned subsidiaries, after elimination of intercompany transactions and balances.

 

 The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its condensed consolidated financial statements. The condensed consolidated financial statements reflect, in the opinion of management, all material adjustments necessary to present fairly the condensed consolidated financial position, results of operations, comprehensive income, cash flows and shareholders’ equity for the periods presented. Such adjustments are of a normal and recurring nature.

 

The Company’s Consolidated Financial Statements for the fiscal year ended June 27, 2014, are included in its Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (“SEC”) on August 7, 2014. The Company believes that the disclosures included in the unaudited condensed consolidated financial statements, when read in conjunction with its Consolidated Financial Statements as of June 27, 2014, and the notes thereto, are adequate to make the information presented not misleading.

 

The results of operations for the three months ended October 3, 2014, are not necessarily indicative of the results of operations to be expected for any subsequent interim period in the Company’s fiscal year ending July 3, 2015. The Company operates and reports financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. The three months ended October 3, 2014 and September 27, 2013 consisted of 14 weeks and 13 weeks, respectively.  Fiscal year 2015 will be comprised of 53 weeks and will end on July 3, 2015.

 

Summary of Significant Accounting Policies

 

There have been no significant changes in our significant accounting policies. Please refer to Note 1 of “Financial Statements and Supplementary Data” contained in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2014, as filed with the SEC on August 7, 2014 for a discussion of the Company’s other significant accounting policies.

 

Recently Issued Accounting Pronouncements

 

In May 2014, The FASB issued ASU 2014-09 (ASC Topic 606), Revenue from Contracts with Customers. The ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It also requires entities to disclose both quantitative and qualitative information that enable financial statements users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU will be effective for the Company’s first quarter of fiscal year 2018. The Company is in the process of assessing the impact, if any, of ASU 2014-09 on its consolidated financial statements.

 

8



Table of Contents

 

2.              Balance Sheet Information

 

Investments

 

The following table summarizes, by major type, the fair value and amortized cost of the Company’s investments as of October 3, 2014:

 

(Dollars in millions)

 

Amortized
Cost

 

Unrealized
Gain/(Loss)

 

Fair
Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

Money market funds

 

$

 558

 

$

 

$

 558

 

Commercial paper

 

1,077

 

 

1,077

 

Corporate bonds

 

11

 

 

11

 

Certificates of deposit

 

260

 

 

260

 

 

 

$

 1,906

 

$

 

$

 1,906

 

 

 

 

 

 

 

 

 

Included in Cash and cash equivalents

 

 

 

 

 

$

 1,891

 

Included in Short-term investments

 

 

 

 

 

11

 

Included in Restricted cash and investments

 

 

 

 

 

4

 

Total

 

 

 

 

 

$

 1,906

 

 

As of October 3, 2014, the Company’s Restricted cash and investments consisted of $4 million in cash and investments held as collateral at banks for various performance obligations.

 

As of October 3, 2014, the Company had no available-for-sale securities that had been in a continuous unrealized loss position for a period greater than 12 months. The Company determined no available-for-sale securities were other-than-temporarily impaired as of October 3, 2014.

 

The fair value and amortized cost of the Company’s investments classified as available-for-sale at October 3, 2014, by remaining contractual maturity were as follows:

 

(Dollars in millions)

 

Amortized
Cost

 

Fair
Value

 

Due in less than 1 year

 

$

1,900

 

$

1,900

 

Due in 1 to 5 years

 

6

 

6

 

Thereafter

 

 

 

Total

 

$

1,906

 

$

1,906

 

 

9



Table of Contents

 

The following table summarizes, by major type, the fair value and amortized cost of the Company’s investments as of June 27, 2014:

 

(Dollars in millions)

 

Amortized
Cost

 

Unrealized
Gain/(Loss)

 

Fair
Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

Money market funds

 

$

793

 

$

 

$

793

 

Commercial paper

 

1,261

 

 

1,261

 

Corporate bonds

 

6

 

 

6

 

Certificates of deposit

 

273

 

 

273

 

Total

 

$

2,333

 

$

 

$

2,333

 

 

 

 

 

 

 

 

 

Included in Cash and cash equivalents

 

 

 

 

 

$

2,309

 

Included in Short-term investments

 

 

 

 

 

20

 

Included in Restricted cash and investments

 

 

 

 

 

4

 

Total

 

 

 

 

 

$

2,333

 

 

As of June 27, 2014, the Company had no available-for-sale securities that had been in a continuous unrealized loss position for a period greater than 12 months. The Company determined no available-for-sale securities were other-than-temporarily impaired as of June 27, 2014.

 

Inventories

 

The following table provides details of the inventory balance sheet item:

 

(Dollars in millions)

 

October 3,
2014

 

June 27,
2014

 

Raw materials and components

 

$

313

 

$

324

 

Work-in-process

 

314

 

267

 

Finished goods

 

444

 

394

 

 

 

$

1,071

 

$

985

 

 

Property, Equipment and Leasehold Improvements, net

 

The components of property, equipment and leasehold improvements, net, were as follows:

 

(Dollars in millions)

 

October 3,
2014

 

June 27,
2014

 

Property, equipment and leasehold improvements

 

$

9,135

 

$

8,979

 

Accumulated depreciation and amortization

 

(6,979

)

(6,843

)

 

 

$

2,156

 

$

2,136

 

 

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Accumulated Other Comprehensive Income (Loss) (“AOCI”)

 

The components of AOCI, net of tax, were as follows:

 

(Dollars in millions)

 

Unrealized
Gains (Losses)
on Cash Flow
Hedges

 

Unrealized
Gains (Losses)
on Marketable
Securities (a)

 

Unrealized
Gains (Losses)
on post-
retirements

 

Foreign currency
translation
adjustments

 

Total

 

Balance at June 27, 2014

 

$

(1

)

$

 

$

(10

)

$

9

 

$

(2

)

Other comprehensive income (loss) before reclassifications

 

(3

)

 

 

(10

)

(13

)

Amounts reclassified from AOCI

 

 

 

 

 

 

Other comprehensive income (loss)

 

(3

)

 

 

(10

)

(13

)

Balance at October 3, 2014

 

$

(4

)

$

 

$

(10

)

$

(1

)

$

(15

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 28, 2013

 

$

 

$

(3

)

$

(11

)

$

1

 

$

(13

)

Other comprehensive income (loss) before reclassifications

 

1

 

1

 

 

5

 

7

 

Amounts reclassified from AOCI

 

 

 

 

 

 

Other comprehensive income (loss)

 

1

 

1

 

 

5

 

7

 

Balance at September 27, 2013

 

$

1

 

$

(2

)

$

(11

)

$

6

 

$

(6

)

 


(a) The cost of a security sold or the amount reclassified out of AOCI into earnings was determined using specific identification.

 

3.              Debt

 

Short-Term Borrowings

 

On January 18, 2011, the Company and its subsidiary, Seagate HDD Cayman, entered into a Credit Agreement which provided a $350 million senior secured revolving credit facility (the “Revolving Credit Facility”). On April 30, 2013, the Company and Seagate HDD Cayman entered into the Second Amendment to the Credit Agreement which increased the commitments available under the Revolving Credit Facility from $350 million to $500 million. The loans made under the Credit Agreement will bear interest at a rate of LIBOR plus a variable margin that will be determined based on the corporate credit rating of the Company. The Company and certain of its material subsidiaries fully and unconditionally guarantee the Revolving Credit Facility. The Revolving Credit Facility matures in April 2018, and is available for cash borrowings and for the issuance of letters of credit up to a sub-limit of $75 million. As of October 3, 2014, no borrowings had been drawn under the Revolving Credit Facility or had been utilized for letters of credit.

 

Long-Term Debt

 

$600 million Aggregate Principal Amount of 6.8% Senior Notes due October 2016 (the “2016 Notes”). The interest on the 2016 Notes is payable semi-annually on April 1 and October 1 of each year. The issuer under the 2016 Notes is Seagate HDD Cayman, and the obligations under the 2016 Notes are unconditionally guaranteed by certain of the Company’s significant subsidiaries.  During the September 2014 quarter, the Company repurchased $4 million aggregate principal amount of its 2016 Notes for cash at a premium to their principal amount, plus accrued and unpaid interest.  The Company recorded a loss on the repurchase of approximately of $0.5 million, which is included in Other, net in the Company’s Condensed Consolidated Statement of Operations.

 

$800 million Aggregate Principal Amount of 3.75% Senior Notes due November 2018 (the “2018 Notes”).  The interest on the 2018 Notes is payable semi-annually on May 15 and November 15 of each year. The issuer under the 2018 Notes is Seagate HDD Cayman and the obligations under the 2018 Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company.

 

 $600 million Aggregate Principal Amount of 6.875% Senior Notes due May 2020 (the “2020 Notes”). The interest on the 2020 Notes is payable semi-annually on May 1 and November 1 of each year. The issuer under the 2020 Notes is Seagate HDD Cayman, and the obligations under the 2020 Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company. During the September 2014 quarter, the Company repurchased $28 million aggregate principal amount of its 2020 Notes for cash at a premium to their principal amount, plus accrued and unpaid interest. The Company recorded a loss on the repurchase of approximately of $2 million, which is included in Other, net in the Company’s Condensed Consolidated Statement of Operations.

 

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$600 million Aggregate Principal Amount of 7.00% Senior Notes due November 2021 (the “2021 Notes”). The interest on the 2021 Notes is payable semi-annually on January 1 and July 1 of each year. The issuer under the 2021 Notes is Seagate HDD Cayman and the obligations under the 2021 Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company. During the September 2014 quarter, the Company repurchased $79 million aggregate principal amount of its 2021 Notes for cash at a premium to their principal amount, plus accrued and unpaid interest. The Company recorded a loss on the repurchase of approximately of $11 million, which is included in Other, net in the Company’s Condensed Consolidated Statement of Operations.

 

 $1 billion Aggregate Principal Amount of 4.75%  Senior Notes due June 2023 (the “2023 Notes”). The interest on the 2023 Notes is payable semi-annually on June 1 and December 1 of each year. The issuer under the 2023 Notes is Seagate HDD Cayman and the obligations under the 2023 Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company.

 

$1 billion Aggregate Principal Amount of 4.75% Senior Notes due January 2025 (the “2025 Notes”).  The interest on the Notes is payable in cash semiannually on January 1 and July 1 of each year, commencing on January 1, 2015. The issuer under the 2025 Notes is Seagate HDD Cayman and the obligations under the 2025 Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company.

 

At October 3, 2014, future principal payments on long-term debt were as follows (in millions):

 

Fiscal Year

 

Amount

 

Remainder of 2015

 

$

 

2016

 

 

2017

 

331

 

2018

 

 

2019

 

800

 

Thereafter

 

2,678

 

 

 

$

3,809

 

 

4.              Income Taxes

 

The Company’s income tax provision of $11 million in the three months ended October 3, 2014 included approximately $2 million net discrete tax benefits primarily associated with the release of tax reserves associated with the expiration of certain statutes of limitation.

 

The Company’s income tax provision recorded for the three months ended October 3, 2014 differed from the provision for income taxes that would be derived by applying the Irish statutory rate of 25% to income before income taxes, primarily due to the net effect of (i) tax benefits related to non-U.S. earnings generated in jurisdictions that are subject to tax holidays or tax incentive programs and are considered indefinitely reinvested outside of Ireland and (ii) a decrease in valuation allowance for certain U.S. deferred tax assets.

 

During the three months ended October 3, 2014, the Company’s unrecognized tax benefits excluding interest and penalties decreased by approximately $1 million to $114 million. The unrecognized tax benefits that, if recognized, would impact the effective tax rate was $114 million at October 3, 2014, subject to certain future valuation allowance reversals. During the 12 months beginning October 4, 2014, the Company expects that its unrecognized tax benefits could be reduced anywhere from $3 million to $50 million as a result of audit settlements and the expiration of certain statutes of limitation.

 

The Company is subject to taxation in many jurisdictions globally and is required to file U.S. federal, U.S. state and non-U.S. income tax returns. In June 2014, the Company received the Revenue Agent’s Report and Notices of Proposed Adjustments for its U.S. federal income tax returns for fiscal years 2008, 2009 and 2010. The Company’s China subsidiaries are under examination by the Chinese tax administration for years 2004 through 2012. These examinations may result in proposed adjustments to the income taxes as filed during these periods. The Company believes that it has adequately provided for these matters, but there is a reasonable possibility that an adverse outcome of these examinations could have a material effect on the Company’s financial results. In this case, the Company would consider pursuing all possible remedies available, including appeals, judicial review and competent authority.

 

The Company’s income tax provision of $13 million in the three months ended September 27, 2013 included approximately $3 million of net discrete tax expense primarily associated with enacted tax legislation.

 

The Company’s income tax provision recorded for the three months ended September 27, 2013 differed from the provision for income taxes that would be derived by applying the Irish statutory rate of 25% to income before income taxes, primarily due to the net effect of (i) tax benefits related to non-U.S. earnings generated in jurisdictions that are subject to tax holidays or tax incentive programs and are considered indefinitely reinvested outside of Ireland and (ii) a decrease in valuation allowance for certain U.S. deferred tax assets.

 

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Table of Contents

 

5.              Acquisitions

 

LSI’s Flash Business

 

On September 2, 2014, the Company completed the acquisition of certain assets and liabilities of LSI Corporation’s (“LSI”) Accelerated Solutions Division and Flash Components Division (collectively, the “Flash Business”) from Avago Technologies Limited for $450 million in cash.   The transaction is expected to strengthen Seagate’s strategy to deliver a full suite of storage solutions, providing Seagate with established enterprise PCIe flash and SSD controller capabilities to deliver solutions for the growing flash storage market.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

 

(Dollars in millions)

 

Amount

 

Inventories

 

$

37

 

Property, plant and equipment

 

22

 

Intangible assets

 

141

 

Other assets

 

6

 

Goodwill

 

337

 

Total assets

 

543

 

Liabilities

 

(93

)

Total liabilities

 

(93

)

Total

 

$

450

 

 

The following table shows the fair value of the separately identifiable intangible assets at the time of acquisition and the weighted-average period over which intangible assets within each category will be amortized:

 

(Dollars in millions)

 

Fair Value

 

Weighted-
Average
Amortization
Period

 

Existing technology

 

$

84

 

3.5 years

 

Customer relationships

 

40

 

3.8 years

 

Trade names

 

17

 

4.5 years

 

Total acquired identifiable intangible assets

 

$

141

 

 

 

 

The goodwill recognized is primarily attributable to the benefits the Company expects to derive from enhanced market opportunities, and is not deductible for income tax purposes.

 

The Company incurred approximately $1 million of expenses related to the acquisition of LSI’s Flash Business during the September 2014 quarter, which are included within Marketing and administrative expense on the Consolidated Statement of Operations.

 

The amounts of revenue and earnings of LSI’s Flash Business included in the Company’s Consolidated Statement of Operations from the acquisition date are not significant.

 

 Xyratex Ltd

 

On March 31, 2014, the Company acquired all of the outstanding shares of Xyratex Ltd (“Xyratex”), a leading provider of data storage technology.  The Company paid $13.25 per share, or approximately $376 million in cash for the acquisition.  The acquisition of Xyratex further strengthens the Company’s vertically integrated supply and manufacturing chain for disk drives and provides access to important capital requirements, as well as expands the Company’s storage solutions portfolio.

 

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Table of Contents

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

 

(Dollars in millions)

 

Amount

 

Cash and cash equivalents

 

$

91

 

Accounts receivable, net

 

67

 

Inventories

 

111

 

Other current and non-current assets

 

28

 

Property, plant and equipment

 

55

 

Intangible assets

 

80

 

Goodwill

 

60

 

Total assets

 

492

 

Accounts payable and accrued expenses

 

(116

)

Total liabilities

 

(116

)

Total

 

$

376

 

 

The accounts receivable of $67 million are net of an immaterial allowance at March 31, 2014.

 

The following table shows the fair value of the separately identifiable intangible assets at the time of acquisition and the weighted-average period over which intangible assets within each category will be amortized:

 

(Dollars in millions)

 

Fair Value

 

Weighted-
Average
Amortization
Period

 

Existing technology

 

$

23

 

5.5 years

 

Customer relationships

 

18

 

3.9 years

 

Total amortizable intangible assets acquired

 

41

 

4.8 years

 

In-process research and development

 

39

 

 

 

Total acquired identifiable intangible assets

 

$

80

 

 

 

 

The goodwill recognized is primarily attributable to the synergies expected to arise from the acquisition, and is not deductible for income tax purposes.

 

The Company incurred a total of $10 million of expenses related to the acquisition of Xyratex in fiscal year 2014, which are included within Marketing and administrative expense on the Consolidated Statement of Operations.

 

The amounts of revenue and earnings of Xyratex included in the Company’s Consolidated Statement of Operations from the acquisition date are not significant.

 

6.              Goodwill and Other Intangible Assets

 

Goodwill

 

The changes in the carrying amount of goodwill for the three months ended October 3, 2014, are as follows:

 

(Dollars in millions)

 

Amount

 

Balance at June 27, 2014

 

$

537

 

Goodwill acquired

 

337

 

Foreign currency translation effect

 

(1

)

Balance at October 3, 2014

 

$

873

 

 

Other Intangible Assets

 

Other intangible assets consist primarily of existing technology, customer relationships, in-process research and development and trade names acquired in business combinations. With the exception of in-process research and development, acquired intangibles are amortized on a straight-line basis over the respective estimated useful lives of the assets. Amortization is charged to Operating expenses in the Condensed Consolidated Statements of Operations. In-process research and development has been determined to have an indefinite useful life and is not amortized, but instead tested for impairment annually or more frequently if events or changes in circumstance indicate that the asset might be impaired. If the carrying amount of in-process research and development exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. There were no impairment charges recognized for in-process research and development.  Upon completion of the in-process research and development, the related assets will be accounted for as existing technology and will be amortized over their useful life.

 

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Table of Contents

 

The carrying value of other intangible assets subject to amortization as of October 3, 2014, is set forth in the following table:

 

(Dollars in millions)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Weighted Average
Remaining Useful Life

 

Existing technology

 

$

152

 

$

(27

)

$

125

 

3.2 years

 

Customer relationships

 

488

 

(215

)

273

 

3.1 years

 

Trade names

 

27

 

(2

)

25

 

3.9 years

 

Other intangible assets

 

7

 

(1

)

6

 

3.8 years

 

Total amortizable other intangible assets

 

$

674

 

$

(245

)

$

429

 

3.2 years

 

 

The carrying value of In-process research and development not subject to amortization was $39 million on October 3, 2014.

 

The carrying value of other intangible assets subject to amortization as of June 27, 2014 is set forth in the following table:

 

(Dollars in millions)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Weighted Average
Remaining Useful Life

 

Existing technology

 

$

68

 

$

(18

)

$

50

 

2.9 years

 

Customer relationships

 

450

 

(192

)

258

 

3.3 years

 

Trade names

 

10

 

(1

)

9

 

3.1 years

 

Other intangible assets

 

4

 

(1

)

3

 

4.4 years

 

Total amortizable other intangible assets

 

$

532

 

$

(212

)

$

320

 

3.2 years

 

 

The carrying value of In-process research and development not subject to amortization was $39 million on June 27, 2014.

 

For the three months ended October 3, 2014, amortization expense of other intangible assets was $34 million.  For the three months ended September 27, 2013, amortization expense of other intangible assets was $37 million.  As of October 3, 2014, expected amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows:

 

(Dollars in millions)

 

Amount

 

Remainder of 2015

 

$

115

 

2016

 

132

 

2017

 

113

 

2018

 

52

 

2019

 

15

 

Thereafter

 

2

 

 

 

$

429

 

 

7.              Derivative Financial Instruments

 

The Company is exposed to market risks due to the volatility of interest rates, foreign currency exchange rates, and bond markets.  The Company enters into foreign currency forward exchange contracts to manage the foreign currency exchange rate risk on forecasted expenses denominated in foreign currencies and to mitigate the remeasurement risk of certain foreign currency denominated liabilities. The Company’s accounting policies for these instruments are based on whether the instruments are classified as designated or non-designated hedging instruments. The Company records all derivatives in the Condensed Consolidated Balance Sheets at fair value. The changes in the fair values of the effective portions of designated cash flow hedges are recorded in Accumulated other comprehensive loss until the hedged item is recognized in earnings. Derivatives that are not designated as hedging instruments and the ineffective portions of cash flow hedges are adjusted to fair value through earnings. The amount of net unrealized losses on cash flow hedges was $4 million and $1 million as of October 3, 2014 and June 27, 2014, respectively.

 

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Table of Contents

 

The Company dedesignates its cash flow hedges when the forecasted hedged transactions are realized or it is probable the forecasted hedged transactions will not occur in the initially identified time period. At such time, the associated gains and losses deferred in Accumulated other comprehensive loss are reclassified immediately into earnings and any subsequent changes in the fair value of such derivative instruments are immediately reflected in earnings. The Company did not recognize any net gains or losses related to the loss of hedge designation on discontinued cash flow hedges during the three months ended October 3, 2014. As of October 3, 2014, the Company’s existing foreign currency forward exchange contracts mature within 12 months. The deferred amount currently recorded in Accumulated other comprehensive income expected to be recognized into earnings over the next 12 months is immaterial.

 

The following tables show the total notional value of the Company’s outstanding foreign currency forward exchange contracts as of October 3, 2014 and June 27, 2014:

 

 

 

As of October 3, 2014

 

(Dollars in millions)

 

Contracts
Designated as
Hedges

 

Contracts Not
Designated as
Hedges

 

Thai Baht

 

$

 

$

169

 

Singapore Dollars

 

142

 

16

 

Chinese Renminbi

 

77

 

 

British Pound Sterling

 

12

 

 

Malaysian Ringgit

 

4

 

 

 

 

$

235

 

$

185

 

 

 

 

As of June 27, 2014

 

(Dollars in millions)

 

Contracts
Designated as
Hedges

 

Contracts Not
Designated as
Hedges

 

Thai Baht

 

$

 

$

143

 

British Pound Sterling

 

25

 

 

Malaysian Ringgit

 

9

 

 

 

 

$

34

 

$

143

 

 

The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its Non-qualified Deferred Compensation Plan—the Seagate Deferred Compensation Plan (the “SDCP”). In the quarter ended December 27, 2013, the Company entered into a Total Return Swap (“TRS”) in order to manage the equity market risks associated with the SDCP liabilities. The Company pays a floating rate, based on LIBOR plus an interest rate spread, on the notional amount of the TRS. The TRS is designed to substantially offset changes in the SDCP liability due to changes in the value of the investment options made by employees. As of October 3, 2014, the notional investments underlying the TRS amounted to $91 million. The contract term of the TRS is approximately one year and is settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as a hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of the SDCP liabilities.

 

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Table of Contents

 

The following tables show the Company’s derivative instruments measured at fair value as reflected in the Condensed Consolidated Balance Sheet as of October 3, 2014 and June 27, 2014:

 

 

 

As of October 3, 2014

 

 

 

Asset Derivatives

 

Liability Derivatives

 

(Dollars in millions)

 

Balance Sheet
Location

 

Fair Value

 

Balance Sheet
Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

Other current assets

 

$

1

 

Accrued expenses

 

$

(4

)

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

Other current assets

 

$

 

Accrued expenses

 

$

(4

)

Total return swap

 

Other current assets

 

 

Accrued expenses

 

 

Total derivatives

 

 

 

$

1

 

 

 

$

(8

)

 

 

 

As of June 27, 2014

 

 

 

Asset Derivatives

 

Liability Derivatives

 

(Dollars in millions)

 

Balance Sheet
Location

 

Fair Value

 

Balance Sheet
Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

Other current assets

 

$

3

 

Accrued expenses

 

$

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

Other current assets

 

$

2

 

Accrued expenses

 

$

 

Total return swap

 

Other current assets

 

 

Accrued expenses

 

 

Total derivatives

 

 

 

$

5

 

 

 

$

 

 

The following tables show the effect of the Company’s derivative instruments on the Condensed Consolidated Statement of Comprehensive Income and the Condensed Consolidated Statement of Operations for the three months ended October 3, 2014:

 

(Dollars in millions)

 

Derivatives Designated as Hedging Instruments

 

Amount of
Gain or
(Loss)
Recognized
in OCI on
Derivatives
(Effective
Portion)

 

Location of
Gain or (Loss)
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)

 

Amount of
Gain or
(Loss)
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)

 

Location of
Gain or (Loss)
Recognized in
Income on
Derivatives
(Ineffective
Portion and
Amount Excluded
from
Effectiveness
Testing)

 

Amount of
Gain
or (Loss)
Recognized in
Income
(Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing) (a)

 

Foreign currency forward exchange contracts

 

$

(3

)

Cost of revenue

 

$

 

Cost of revenue

 

$

1

 

 

Derivatives Not Designated as Hedging Instruments

 

Location of
Gain or (Loss)
Recognized in
Income on
Derivative

 

Amount of
Gain or (Loss)
Recognized in Income
on Derivative

 

Foreign currency forward exchange contracts

 

Other, net

 

$

(4

)

Total return swap

 

Operating expenses

 

$

(3

)

 


(a)   The amount of gain or (loss) recognized in income represents $0 related to the ineffective portion of the hedging relationships and $1 million related to the amount excluded from the assessment of hedge effectiveness for the three months ended October 3, 2014.

 

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Table of Contents

 

The following tables show the effect of the Company’s derivative instruments on the Condensed Consolidated Statement of Comprehensive Income and the Condensed Consolidated Statement of Operations for the three months ended September 27, 2013:

 

(Dollars in millions)

 

Derivatives Designated as Hedging Instruments

 

Amount of
Gain or
(Loss)
Recognized
in OCI on
Derivatives
(Effective
Portion)

 

Location of
Gain or (Loss)
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)

 

Amount of
Gain or
(Loss)
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)

 

Location of
Gain or (Loss)
Recognized in
Income on
Derivatives
(Ineffective
Portion and
Amount Excluded
from
Effectiveness
Testing)

 

Amount of
Gain
or (Loss)
Recognized in
Income
(Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing) (a)

 

Foreign currency forward exchange contracts

 

$

1

 

Cost of revenue

 

$

 

Cost of revenue

 

$

 

 

Derivatives Not Designated as Hedging Instruments

 

Location of Gain or
(Loss) Recognized in
Income on Derivatives

 

Amount of Gain or
(Loss) Recognized in
Income on Derivatives

 

Foreign currency forward exchange contracts

 

Other, net

 

$

1

 

 


(a)   The amount of gain or (loss) recognized in income represents $0 related to the ineffective portion of the hedging relationship and $0 related to the amount excluded from the assessment of hedge effectiveness for the three months ended September 27, 2013.

 

8.              Fair Value

 

Measurement of Fair Value

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

Fair Value Hierarchy

 

A fair value hierarchy is based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflects the Company’s own assumptions of market participant valuation (unobservable inputs). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value:

 

Level 1 — Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 — Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; or

 

Level 3 — Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.

 

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate the Company’s or the counterparty’s non-performance risk is considered in determining the fair values of liabilities and assets, respectively.

 

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Table of Contents

 

Items Measured at Fair Value on a Recurring Basis

 

The following tables present the Company’s assets and liabilities, by financial instrument type and balance sheet line item, that are measured at fair value on a recurring basis, excluding accrued interest components, as of October 3, 2014:

 

 

 

Fair Value Measurements at Reporting Date Using

 

(Dollars in millions)

 

Quoted
Prices in
Active
Markets for
Identical
Instruments
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total
Balance

 

Assets:

 

 

 

 

 

 

 

 

 

Money market funds

 

$

558

 

$

 

$

 

$

558

 

Commercial paper

 

 

1,077

 

 

1,077

 

Certificates of deposit

 

 

256

 

 

256

 

Corporate bonds

 

 

11

 

 

11

 

Total cash equivalents and short-term investments

 

558

 

1,344

 

 

1,902

 

Restricted cash and investments:

 

 

 

 

 

 

 

 

 

Other securities

 

 

4

 

 

4

 

Derivative assets

 

 

1

 

 

1

 

Total assets

 

$

558

 

$

1,349

 

$

 

$

1,907

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

 

$

8

 

$

 

$

8

 

Total liabilities

 

$

 

$

8

 

$

 

$

8

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(Dollars in millions)

 

Quoted
Prices in
Active
Markets for
Identical
Instruments
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total
Balance

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

558

 

$

1,333

 

$

 

$

1,891

 

Short-term investments

 

 

11

 

 

11

 

Restricted cash and investments

 

 

4

 

 

4

 

Other current assets

 

 

1

 

 

1

 

Total assets

 

$

558

 

$

1,349

 

$

 

$

1,907

 

Liabilities:

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

 

$

8

 

$

 

$

8

 

Total liabilities

 

$

 

$

8

 

$

 

$

8

 

 

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Table of Contents

 

The following tables present the Company’s assets and liabilities, by financial instrument type and balance sheet line item, that are measured at fair value on a recurring basis, excluding accrued interest components, as of June 27, 2014:

 

 

 

Fair Value Measurements at Reporting Date Using

 

(Dollars in millions)

 

Quoted
Prices in
Active
Markets for
Identical
Instruments
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total
Balance

 

Assets:

 

 

 

 

 

 

 

 

 

Money market funds

 

$

793

 

$

 

$

 

$

793

 

Commercial paper

 

 

1,261

 

 

1,261

 

Certificates of deposit

 

 

269

 

 

269

 

Corporate bonds

 

 

6

 

 

6

 

Total cash equivalents and short-term investments

 

793

 

1,536

 

 

2,329

 

Restricted cash and investments:

 

 

 

 

 

 

 

 

 

Other securities

 

 

4

 

 

4

 

Derivative assets

 

 

5

 

 

5

 

Total assets

 

$

793

 

$

1,545

 

$

 

$

2,338

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

 

$

 

$

 

$

 

Total liabilities

 

$

 

$

 

$

 

$

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(Dollars in millions)

 

Quoted
Prices in
Active
Markets for
Identical
Instruments
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total
Balance

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

793

 

$

1,516

 

$

 

$

2,309

 

Short-term investments

 

 

20

 

 

20

 

Restricted cash and investments

 

 

4

 

 

4

 

Other current assets

 

 

5

 

 

5

 

Total assets

 

$

793

 

$

1,545

 

$

 

$

2,338

 

Liabilities:

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

 

$

 

$

 

$

 

Total liabilities

 

$

 

$

 

$

 

$

 

 

The Company classifies items in Level 1 if the financial assets consist of securities for which quoted prices are available in an active market.

 

The Company classifies items in Level 2 if the financial asset or liability is valued using observable inputs. The Company uses observable inputs including quoted prices in active markets for similar assets or liabilities. Level 2 assets include: agency bonds, corporate bonds, commercial paper, municipal bonds and U.S. Treasuries. These debt investments are priced using observable inputs and valuation models which vary by asset class. The Company uses a pricing service to assist in determining the fair values of all of its cash equivalents and short-term investments. For the cash equivalents and short-term investments in the Company’s portfolio, multiple pricing sources are generally available. The pricing service uses inputs from multiple industry standard data providers or other third party sources and various methodologies, such as weighting and models, to determine the appropriate price at the measurement date. The Company corroborates the prices obtained from the pricing service against other independent sources and, as of October 3, 2014, has not found it necessary to make any adjustments to the prices obtained. The Company’s derivative financial instruments are also classified within Level 2. The Company’s derivative financial instruments consist of foreign currency forward exchange contracts and the TRS. The Company recognizes derivative financial instruments in its condensed consolidated financial statements at fair value. The Company determines the fair value of these instruments by considering the estimated amount it would pay or receive to terminate these agreements at the reporting date.

 

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The Company enters into certain strategic investments for the achievement of business and strategic objectives. Strategic investments in equity securities where the Company does not have the ability to exercise significant influence over the investees, are included in Other assets, net in the Condensed Consolidated Balance Sheets, are recorded at cost and are periodically analyzed to determine whether or not there are indicators of impairment. The carrying value of the Company’s strategic investments at October 3, 2014 and June 27, 2014 totaled $52 million and $46 million, respectively, and consisted primarily of privately held equity securities without a readily determinable fair value.

 

Other Fair Value Disclosures

 

The Company’s debt is carried at amortized cost. The fair value of the Company’s debt is derived using the closing price as of the date of valuation, which takes into account the yield curve, interest rates, and other observable inputs. Accordingly, these fair value measurements are categorized as Level 2. The following table presents the fair value and amortized cost of the Company’s debt in order of maturity:

 

 

 

October 3, 2014

 

June 27, 2014

 

(Dollars in millions)

 

Carrying
Amount

 

Estimated
Fair Value

 

Carrying
Amount

 

Estimated
Fair Value

 

6.8% Senior Notes due October 2016

 

$

331

 

$

364

 

$

335

 

$

374

 

3.75% Senior Notes due November 2018

 

800

 

817

 

800

 

820

 

6.875% Senior Notes due May 2020

 

506

 

537

 

534

 

578

 

7.00% Senior Notes due November 2021

 

172

 

191

 

251

 

284

 

4.75% Senior Notes due June 2023

 

1,000

 

1,027

 

1,000

 

1,009

 

4.75% Senior Notes due January 2025

 

1,000

 

1,012

 

1,000

 

995

 

Long-term debt

 

$

3,809

 

$

3,948

 

$

3,920

 

$

4,060

 

 

9.              Equity

 

Share Capital

 

The Company’s authorized share capital is $13,500 and consists of 1,250,000,000 ordinary shares, par value $0.00001, of which 327,176,198 shares were outstanding as of October 3, 2014, and 100,000,000 preferred shares, par value $0.00001, of which none were issued or outstanding as of October 3, 2014.

 

Ordinary shares—Holders of ordinary shares are entitled to receive dividends when and as declared by the Company’s board of directors (the “Board of Directors”). Upon any liquidation, dissolution, or winding up of the Company, after required payments are made to holders of preferred shares, any remaining assets of the Company will be distributed ratably to holders of the preferred and ordinary shares. Holders of shares are entitled to one vote per share on all matters upon which the ordinary shares are entitled to vote, including the election of directors.

 

Preferred shares—The Company may issue preferred shares in one or more series, up to the authorized amount, without shareholder approval. The Board of Directors is authorized to establish from time to time the number of shares to be included in each series, and to fix the rights, preferences and privileges of the shares of each wholly unissued series and any of its qualifications, limitations or restrictions. The Board of Directors can also increase or decrease the number of shares of a series, but not below the number of shares of that series then outstanding, without any further vote or action by the shareholders.

 

The Board of Directors may authorize the issuance of preferred shares with voting or conversion rights that could harm the voting power or other rights of the holders of the ordinary shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of the Company and might harm the market price of its ordinary shares and the voting and other rights of the holders of ordinary shares.

 

Repurchases of Equity Securities

 

On July 24, 2013, the Board of Directors authorized the Company to repurchase an additional $2.5 billion of its outstanding ordinary shares.

 

All repurchases are effected as redemptions in accordance with the Company’s Articles of Association.

 

As of October 3, 2014, $1.3 billion remained available for repurchase under the existing repurchase authorization limit.

 

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Table of Contents

 

The following table sets forth information with respect to repurchases of the Company’s shares during the three months ended October 3, 2014:

 

(In millions)

 

Number of
Shares
Repurchased

 

Dollar Value
of Shares
Repurchased

 

Repurchased during the three months ended October 3, 2014

 

3

 

$

183

 

Fiscal year repurchased through October 3, 2014

 

3

 

$

183

 

 

10.       Compensation

 

The Company recorded approximately $42 million and $27 million of stock-based compensation expense during the three months ended October 3, 2014 and September 27, 2013, respectively.

 

11.       Guarantees

 

Indemnifications to Officers and Directors

 

On May 4, 2009,  Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seagate-Cayman”), then the parent company, entered into a new form of indemnification agreement (the “Revised Indemnification Agreement”) with its officers and directors of Seagate-Cayman and its subsidiaries (each, an “Indemnitee”). The Revised Indemnification Agreement provides indemnification in addition to any of Indemnitee’s indemnification rights under Seagate-Cayman’s Articles of Association, applicable law or otherwise, and indemnifies an Indemnitee for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him or her in any action or proceeding, including any action by or in the right of Seagate-Cayman or any of its subsidiaries, arising out of his or her service as a director, officer, employee or agent of Seagate-Cayman or any of its subsidiaries or of any other entity to which he or she provides services at Seagate-Caymans’s request. However, an Indemnitee shall not be indemnified under the Revised Indemnification Agreement for (i) any fraud or dishonesty in the performance of Indemnitee’s duty to Seagate-Cayman or the applicable subsidiary of Seagate-Cayman or (ii) Indemnitee’s conscious, intentional or willful failure to act honestly, lawfully and in good faith with a view to the best interests of Seagate-Cayman or the applicable subsidiary of Seagate-Cayman. In addition, the Revised Indemnification Agreement provides that Seagate-Cayman will advance expenses incurred by an Indemnitee in connection with enforcement of the Revised Indemnification Agreement or with the investigation, settlement or appeal of any action or proceeding against him or her as to which he or she could be indemnified.

 

On July 3, 2010 pursuant to a corporate reorganization, the common shareholders of Seagate-Cayman became ordinary shareholders of Seagate Technology plc (the “Company”) and Seagate-Cayman became a wholly owned subsidiary of the Company, as described more fully in the Current Report on Form 8-K filed by the Company on July 6, 2010 (the “Redomestication”). On July 27, 2010, in connection with the Redomestication, the Company, as sole shareholder of Seagate-Cayman, approved a form of deed of indemnity (the “Deed of Indemnity”), which provides for the indemnification by Seagate-Cayman of any director, officer, employee or agent of the Company, Seagate-Cayman or any subsidiary of the Company (each, a “Deed Indemnitee”), in addition to any of a Deed Indemnitee’s indemnification rights under the Company’s Articles of Association, applicable law or otherwise, with a similar scope to the Revised Indemnification Agreement. Seagate-Cayman entered into the Deed of Indemnity with certain Deed Indemnitees effective as of July 3, 2010 and continues to enter into the Deed of Indemnity with additional Deed Indemnitees from time to time.

 

The nature of these indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay on behalf of its officers and directors. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification obligations.

 

Intellectual Property Indemnification Obligations

 

The Company has entered into agreements with customers and suppliers that include limited intellectual property indemnification obligations that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third party intellectual property claims arising from these transactions. The nature of the intellectual property indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to its customers and suppliers. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification obligations.

 

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Table of Contents

 

Product Warranty

 

The Company estimates probable product warranty costs at the time revenue is recognized. The Company generally warrants its products for a period of 1 to 5 years. The Company uses estimated repair or replacement costs and uses statistical modeling to estimate product return rates in order to determine its warranty obligation. Changes in the Company’s product warranty liability during the three months ended October 3, 2014 and September 27, 2013 were as follows:

 

 

 

For the Three Months Ended

 

(Dollars in millions)

 

October 3,
 2014

 

September 27,
 2013

 

Balance, beginning of period

 

$

273

 

$

320

 

Warranties issued

 

40

 

48

 

Repairs and replacements

 

(54

)

(58

)

Changes in liability for pre-existing warranties, including expirations

 

6

 

8

 

Warranty liability assumed from business acquisitions

 

8

 

 

Balance, end of period

 

$

273

 

$

318

 

 

12.       Earnings Per Share

 

Basic earnings per share is computed by dividing income available to shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing income available to shareholders by the weighted-average number of shares outstanding during the period and the number of additional shares that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding options, unvested restricted share units and shares to be purchased under the ESPP. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in fair market value of the Company’s share price can result in a greater dilutive effect from potentially dilutive securities. The following table sets forth the computation of basic and diluted net income per share attributable to the shareholders of Seagate Technology plc:

 

 

 

For the Three Months Ended

 

(In millions, except per share data)

 

October 3,
2014

 

September 27,
2013

 

Numerator:

 

 

 

 

 

Net income attributable to Seagate Technology plc

 

$

381

 

$

427

 

Number of shares used in per share calculations:

 

 

 

 

 

Total shares for purposes of calculating basic net income per share attributable to Seagate Technology plc

 

327

 

357

 

Weighted-average effect of dilutive securities:

 

 

 

 

 

Employee equity award plans

 

10

 

11

 

Total shares for purpose of calculating diluted net income per share attributable to Seagate Technology plc

 

337

 

368

 

Net income per share attributable to Seagate Technology plc shareholders:

 

 

 

 

 

Basic

 

$

1.17

 

$

1.20

 

Diluted

 

$

1.13

 

$

1.16

 

 

The anti-dilutive shares related to employee equity award plans that were excluded from the computation of diluted net income per share attributable to Seagate Technology plc were immaterial for the three months ended October 3, 2014 and September 27, 2013.

 

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Table of Contents

 

13.       Legal, Environmental and Other Contingencies

 

The Company assesses the probability of an unfavorable outcome of all its material litigation, claims, or assessments to determine whether a liability had been incurred and whether it is probable that one or more future events will occur confirming the fact of the loss.  In the event that an unfavorable outcome is determined to be probable and the amount of the loss can be reasonably estimated, the Company establishes an accrual for the litigation, claim or assessment.  In addition, in the event an unfavorable outcome is determined to be less than probable, but reasonably possible, the Company will disclose an estimate of the possible loss or range of such loss; however, when a reasonable estimate cannot be made, the Company will provide disclosure to that effect.  Litigation is inherently uncertain and may result in adverse rulings or decisions.  Additionally, the Company may enter into settlements or be subject to judgments that may, individually or in the aggregate, have a material adverse effect on its results of operations. Accordingly, actual results could differ materially.

 

Intellectual Property Litigation

 

Convolve, Inc. (“Convolve”) and Massachusetts Institute of Technology (“MIT”) v. Seagate Technology LLC, et al.—On July 13, 2000, Convolve and MIT filed suit against Compaq Computer Corporation and Seagate Technology LLC in the U.S. District Court for the Southern District of New York, alleging infringement of U.S. Patent Nos. 4,916,635 (the “‘635 patent”) and U.S. Patent No. 5,638,267 (the “‘267 patent”), misappropriation of trade secrets, breach of contract, and other claims.  In the complaint, the plaintiffs requested injunctive relief, $800 million in compensatory damages and unspecified punitive damages, including for willful infringement.  On January 16, 2002, Convolve filed an amended complaint, alleging defendants infringe US Patent No. 6,314,473 (the “‘473 patent”).  The district court ruled in 2010 that the ‘267 patent was out of the case.

 

On August 16, 2011, the district court granted in part and denied in part the Company’s motion for summary judgment.  On July 1, 2013, the U.S. Court of Appeals for the Federal Circuit: 1) affirmed the district court’s summary judgment rulings that Seagate did not misappropriate any of the alleged trade secrets and that the asserted claims of the ‘635 patent are invalid; 2) reversed and vacated the district court’s summary judgment of non-infringement with respect to the ‘473 patent; and 3) remanded the case for further proceedings on the ‘473 patent.  On July 11, 2014, the district court granted its ruling on the Company’s summary judgment motion regarding Convolve’s only remaining cause of action, which alleged infringement of the ‘473 patent. The court entered judgment in favor of the Company on July 14, 2014. Convolve filed a notice of appeal on August 13, 2014. In view of the rulings made by the district court and the Court of Appeals and the uncertainty regarding the amount of damages, if any, that could be awarded Convolve in this matter, the Company does not believe that it is currently possible to determine a reasonable estimate of the possible range of loss related to this matter.

 

Alexander Shukh v. Seagate Technology—On February 12, 2010, Alexander Shukh filed a complaint against the Company in the U.S. District Court for the District of Minnesota, alleging, among other things, employment discrimination based on his Belarusian national origin and wrongful failure to name him as an inventor on several patents and patent applications. Mr. Shukh’s employment was terminated as part of a company-wide reduction in force in fiscal year 2009. He seeks damages in excess of $75 million. The Company believes the claims are without merit and intends to vigorously defend this case. On March 31, 2014, the district court granted Seagate’s summary judgment motion and entered judgment in favor of Seagate.  Mr. Shukh filed a notice of appeal on April 7, 2014. In view of the uncertainty regarding the amount of damages, if any, that could be awarded in this matter, the Company does not believe that it is currently possible to determine a reasonable estimate of the possible range of loss related to this matter.

 

LEAP Co., Ltd. v. Seagate Singapore International Headquarters Pte. Ltd. and Nippon Seagate Inc.—On July 4, 2012, LEAP Co., Ltd. filed a lawsuit in the Tokyo District Court of Japan against Seagate Singapore International Headquarters Pte. Ltd., Nippon Seagate Inc. and Buffalo Inc. alleging wrongful termination of purchase agreements and other claims, and seeking approximately $38 million in damages. A date for the start of trial has not yet been scheduled. The Company believes the claims are without merit and intends to vigorously defend this case. In view of the uncertainty regarding the amount of damages, if any, that could be awarded in this matter, the Company does not believe that it is currently possible to determine a reasonable estimate of the possible range of loss related to this matter.

 

Realtek Semiconductor Corporation ITC Investigation re Certain Integrated Circuit Chips and Products Containing the Same-On September 19, 2012, Realtek Semiconductor Corporation filed a complaint with the International Trade Commission (“ITC”) seeking an investigation pursuant to Section 337 of the Tariff Act of 1930, as amended (“Section 337”). The complaint names LSI Corporation and Seagate Technology as respondents and alleges infringement of U.S. patents relating to integrated circuit chips that include bond pad structures. Realtek seeks an order to exclude entry of infringing integrated circuit chips and products containing the infringing integrated circuit chips into the U.S. and a cease and desist order. The ITC initiated an investigation on October 18, 2012. On March 21, 2014, the Administrative Law Judge (“ALJ”) issued an Initial Determination in favor of Seagate and LSI. On July 21, 2014, the Commission gave notice that it had determined to affirm in part, reverse in part and vacate in part the ALJ’s Initial Determination; the Commission found that no violation of Section 337 by Seagate or LSI has occurred based on findings that certain of the patent claims at issue were invalid, and that Realtek failed to show the existence of an industry in the U.S. that exploits the patent. Realtek filed a notice of appeal on September 18, 2014. In view of the uncertainty regarding the possible outcome of this case and the nature of the relief sought, the Company does not believe that it is currently possible to determine a reasonable estimate of the possible loss or range of loss, or other possible adverse result, if any, that may be incurred with respect to this matter.

 

Enova Technology Corporation v. Seagate Technology (US) Holdings, Inc., et al.-On June 5, 2013, Enova Technology Corporation filed a complaint against Seagate Technology (US) Holdings, Inc. and Seagate Technology LLC in the U.S. District Court for the District of Delaware alleging infringement of U.S. Patent No. 7,136,995, “Cryptographic Device,” and U.S. Patent No. 7,900,057, “Cryptographic Serial ATA Apparatus and Method.”  The complaint seeks unspecified compensatory damages, enhanced damages, injunctive relief, attorneys’ fees, and other relief.  The trial is scheduled to begin July 11, 2016.  The Company believes the claims are without merit and intends to vigorously defend this case.  In view of the uncertainty regarding the amount of damages, if any, that could be awarded in this matter, the Company does not believe that it is currently possible to determine a reasonable estimate of the possible range of loss related to this matter.

 

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Table of Contents

 

Environmental Matters

 

The Company’s operations are subject to U.S. and foreign laws and regulations relating to the protection of the environment, including those governing discharges of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Some of the Company’s operations require environmental permits and controls to prevent and reduce air and water pollution, and these permits are subject to modification, renewal and revocation by issuing authorities.

 

The Company has established environmental management systems and continually updates its environmental policies and standard operating procedures for its operations worldwide. The Company believes that its operations are in material compliance with applicable environmental laws, regulations and permits. The Company budgets for operating and capital costs on an ongoing basis to comply with environmental laws. If additional or more stringent requirements are imposed on the Company in the future, it could incur additional operating costs and capital expenditures.

 

Some environmental laws, such as the Comprehensive Environmental Response Compensation and Liability Act of 1980 (as amended, the “Superfund” law) and its state equivalents, can impose liability for the cost of cleanup of contaminated sites upon any of the current or former site owners or operators or upon parties who sent waste to these sites, regardless of whether the owner or operator owned the site at the time of the release of hazardous substances or the lawfulness of the original disposal activity. The Company has been identified as a potentially responsible party at several sites. At each of these sites, the Company has an assigned portion of the financial liability based on the type and amount of hazardous substances disposed of by each party at the site and the number of financially viable parties. The Company has fulfilled its responsibilities at some of these sites and remains involved in only a few at this time.

 

While the Company’s ultimate costs in connection with these sites is difficult to predict with complete accuracy, based on its current estimates of cleanup costs and its expected allocation of these costs, the Company does not expect costs in connection with these sites to be material.

 

The Company may be subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products. For example, the European Union (“EU”) enacted the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment, which prohibits the use of certain substances, including lead, in certain products, including disk drives and server storage products, put on the market after July 1, 2006. Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, Taiwan, China, Japan and others. The European Union REACH Directive (Registration, Evaluation, Authorization, and Restriction of Chemicals, EC 1907/2006) also restricts substances of very high concern (“SVHCs”) in products. If the Company or its suppliers fails to comply with the substance restrictions, recycle requirements or other environmental requirements as they are enacted worldwide, it could have a materially adverse effect on the Company’s business.

 

Other Matters

 

The Company is involved in a number of other judicial and administrative proceedings incidental to its business, and the Company may be involved in various legal proceedings arising in the normal course of its business in the future. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on its financial position or results of operations.

 

14.       Subsequent Events

 

On October 8, 2014, the Minnesota Supreme Court ruled that the arbitration award in favor of the Company in its case against Western Digital for the misappropriation of the Company trade secrets should be confirmed. In the arbitration award, issued on January 23, 2012, the arbitrator determined that Western Digital and its former employee had misappropriated the Company trade secrets. The arbitrator awarded the Company $525 million in compensatory damages and, after adding interest, issued a final award of approximately $630 million. Interest on the final award has been accruing at 10%.  On October 14, 2014, the Company received a partial payment from Western Digital in the amount of approximately $773 million.

 

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Table of Contents

 

ITEM 2.            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is a discussion of the financial condition and results of operations for our fiscal quarters ended October 3, 2014, June 27, 2014, and September 27, 2013, referred to herein as the “September 2014 quarter”, the “June 2014 quarter”, and the “September 2013 quarter”, respectively. Unless the context indicates otherwise, as used herein, the terms “we,” “us,” “Seagate,” the “Company” and “our” refer to Seagate Technology plc, an Irish public limited company, and its subsidiaries. References to “$” are to United States dollars.

 

You should read this discussion in conjunction with financial information and related notes included elsewhere in this report. We operate and report financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. The September 2014 quarter was 14 weeks, and the June 2014 and September 2013 quarters were both 13 weeks. Except as noted, references to any fiscal year mean the twelve-month period ending on the Friday closest to June 30 of that year.

 

Some of the statements and assumptions included in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about our plans, strategies and prospects and estimates of industry growth for the fiscal year ending July 3, 2015 and beyond. These statements identify prospective information and may include words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” and similar expressions. These forward-looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q 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 our control and may pose a risk to our operating and financial condition. Such risks and uncertainties include, but are not limited to: uncertainty in global economic conditions, as consumers and businesses may defer purchases in response to tighter credit and financial news; the impact of variable demand and the adverse pricing environment for disk drives, particularly in view of current business and economic conditions; our ability to successfully qualify, manufacture and sell our 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; possible excess industry supply with respect to particular disk drive products and our ability to achieve projected cost savings in connection with restructuring plans. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is also set forth in “Item 1A.Risk Factors” of this Quarterly Report of Form 10-Q, which we encourage you to carefully read. These forward-looking statements should not be relied upon as representing our views as of any subsequent date and we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying condensed consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. Our MD&A is organized as follows:

 

·                  Our Company. Overview of our business.

·                  Overview of the September 2014 quarter. The September 2014 quarter summary.

·                  Results of Operations. An analysis of our financial results comparing the September 2014 quarter to the June 2014 quarter and the September 2013 quarter.

·                  Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows, and discussion of our financial condition including the credit quality of our investment portfolio and potential sources of liquidity.

·                  Critical Accounting Policies. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

 

Our Company

 

We are a leading provider of electronic data storage solutions.  Our principal products are hard disk drives, commonly referred to as disk drives, hard drives or HDDs.  Hard disk drives are devices that store digitally encoded data on rapidly rotating disks with magnetic surfaces. Disk drives continue to be the primary medium of mass data storage due to their performance attributes, high quality and cost effectiveness. In addition to HDDs, we produce a broad range of electronic data storage products including solid state hybrid drives (“SSHD”) and solid state drives (“SSD”).

 

Our products are designed for enterprise servers and storage systems in mission critical and nearline applications; client compute applications, where our products are designed primarily for desktop and mobile computing; and client non-compute applications, where our products are designed for a wide variety of end user devices such as digital video recorders (“DVRs”), personal data backup systems, portable external storage systems and digital media systems.

 

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We continue to make strategic investments in order to expand our storage solutions, enter new market adjacencies, and expand our technical expertise.  As a result of recent acquisitions, our product and solution portfolio for the enterprise data storage industry includes storage enclosures, integrated application platforms and high performance computing (“HPC”) data storage solutions. Our storage subsystems support a range of high-speed interconnect technologies to meet demanding cost and performance specifications. Our modular subsystem architecture allows us to support many segments within the networked storage market by enabling different specifications of storage subsystem designs to be created from a standard set of interlocking technology modules.

 

In addition to our data storage products and subsystems, we provide data storage services for small to medium-sized businesses, including online backup, data protection and recovery solutions.

 

Overview of the September 2014 Quarter

 

During the September 2014 quarter, we shipped 60 million units totaling 60 exabytes, generating revenue of $3,785 million and gross margin of 28%. Our operating cash flow was $602 million.  We repurchased 3.1 million of our ordinary shares for approximately $183 million, paid dividends of $140 million, and paid $124 million for repurchase of debt.  Additionally, we completed our acquisition of certain assets and liabilities of LSI Corporation’s (“LSI”) Accelerated Solutions Division and Flash Components Division (collectively, the “Flash Business”) from Avago Technologies Limited for $450 million in cash.

 

Results of Operations

 

We list in the table below summarized information from our Condensed Consolidated Statements of Operations by dollars and as a percentage of revenue:

 

 

 

For the Three Months Ended

 

(Dollars in millions)

 

October 3,
 2014

 

June 27,
 2014

 

September 27,
 2013

 

Revenue

 

$

3,785

 

$

3,301

 

$

3,489

 

Cost of revenue

 

2,734

 

2,376

 

2,514

 

Gross margin

 

1,051

 

925

 

975

 

Product development

 

342

 

323

 

294

 

Marketing and administrative

 

216

 

161

 

181

 

Amortization of intangibles

 

31

 

27

 

20

 

Restructuring and other, net

 

6

 

4

 

2

 

Income from operations

 

456

 

410

 

478

 

Other expense, net

 

(64

)

(126

)

(38

)

Income before income taxes

 

392

 

284

 

440

 

Provision for (benefit from) income taxes

 

11

 

(36

)

13

 

Net income

 

$

381

 

$

320

 

$

427

 

 

 

 

For the Three Months Ended

 

 

 

October 3,
 2014

 

June 27,
 2014

 

September 27,
 2013

 

Revenue

 

100

%

100

%

100

%

Cost of revenue

 

72

 

72

 

72

 

Gross margin

 

28

 

28

 

28

 

Product development

 

9

 

10

 

9

 

Marketing and administrative

 

6

 

5

 

5

 

Amortization of intangibles

 

1

 

1

 

 

Restructuring and other, net

 

 

 

 

Income from operations

 

12

 

12

 

14

 

Other expense, net

 

(2

)

(3

)

(1

)

Income before income taxes

 

10

 

9

 

13

 

Provision for (benefit from) income taxes

 

 

(1

)

 

Net income

 

10

%

10

%

13

%

 

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Revenue

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