Seagate Technology
Seagate Technology plc (Form: 8-K, Received: 07/30/2012 17:27:26)

 

 

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): July 25, 2012

 


 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact name of Registrant as specified in its charter)

 


 

Ireland

 

001-31560

 

98-0648577

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification Number)

 

38/39 Fitzwilliam Square

Dublin 2

Ireland

 

NA

(Address of principal executive office)

 

(Zip Code)

 

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

 

NA

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 



 

Item 2.02                    Results of Operations and Financial Condition.

 

On July 30, 2012, Seagate Technology plc (the “Company” or “Seagate”) issued a press release and supplemental commentary reporting its financial results for the fiscal quarter and fiscal year ended June 29, 2012.  The press release and supplemental commentary are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively.

 

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

 

Item 5.02                 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 25, 2012 (the “Effective Date”), the Board of Directors (the “Board”) of Seagate Technology plc appointed Mei Wei Cheng to serve as a director of Seagate. Mr. Cheng has also been appointed to serve on the Finance Committee of the Board. Mr. Cheng was appointed upon the recommendation of the Nominating and Corporate Governance Committee and has been determined by the Board to be an independent director. Mr. Cheng will serve until Seagate’s next annual general meeting of shareholders (the “AGM”) when he is expected to stand for election by a vote of Seagate’s shareholders.

 

Mr. Cheng, 62, currently serves as a director of Diebold, Inc., which position he has held since 2009; he also serves as a member of the Audit and Governance Committees of Diebold. Since July 2010, Mr. Cheng has served as CEO of Siemens North East Asia and President and CEO of Siemens Ltd., China. Prior to joining Siemens in 2009, he was Chairman and CEO of Ford Motor Company (China) Ltd., as well as a Corporate Group Vice President of Ford Motor Company from 1998 to 2009. Previously, Mr. Cheng held executive positions at General Electric Corporation (GE), including Corporate Vice President, Regional Executive and President of GE Appliance—Asia, and Chairman and CEO of GE (China) Ltd. He began his career at AT&T, where he last served as President of AT&T China. Mr. Cheng holds a bachelor of science degree in industrial engineering/operations research from Cornell University, an M.B.A. from Rutgers University and is a graduate of Dartmouth’s Tuck Executive Program and MIT’s Program for Senior Executives. He is also a member of the Committee of 100, and serves as the International Senior Economic Consultant for the People’s Government of Shaanxi Province, as well as for the cities of Chongqing and Wuhan.

 

Mr. Cheng will participate in the non-employee director compensation arrangements generally applicable to all Seagate non-employee directors. Under the terms of those arrangements as currently in effect, he will receive, among other things: (i) an annual cash retainer of $72,000 for service on the Board, and (ii) an initial restricted share unit grant equal in number to $200,000 divided by the average closing stock price for the quarter prior to the grant and rounded to the nearest whole share, provided, however, that the initial grant shall be prorated on the basis of the number of days between the Effective Date and the AGM.  In addition, Mr. Cheng will receive $10,000 per annum for service on the Finance Committee.

 

In connection with the appointment, Seagate and Mr. Cheng will enter into a deed of indemnity, the form of which was filed with the SEC on July 29, 2010, as Exhibit 10.1 to Seagate’s Current Report on Form 8-K dated July 27, 2010.

 

A copy of Seagate’s press release announcing the appointment of Mei Wei Cheng is attached hereto as Exhibit 99.3 and incorporated herein by reference.

 

Item 8.01      Other Events.

 

On July 30, 2012, Seagate Technology plc issued a press release announcing that its Board of Directors (the “Board”) has approved an increase to its quarterly cash dividend.  A copy of the press release is attached as Exhibit 99.1, and incorporated by reference to this Current Report on Form 8-K.

 

2



 

Item 9.01                    Financial Statements and Exhibits.

 

(d) Exhibits.

 

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

 

Exhibit No.

 

Description

 

 

 

 

 

99.1

 

Press release, dated July 30, 2012, of Seagate Technology plc entitled “Seagate Technology Reports Fiscal Fourth Quarter 2012 and Year-End 2012 Financial Results.”

 

 

 

 

 

99.2

 

Supplemental Commentary, dated July 30, 2012, of Seagate Technology plc entitled “Seagate Technology plc Fiscal Fourth Quarter and Year-End 2012 Financial Results.”

 

 

 

 

 

99.3

 

Press release, dated July 25, 2012, of Seagate Technology plc entitled “Mei-Wei Cheng Named to Seagate Technology Board of Directors”

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about our plans, strategies and prospects and estimates of industry growth for the fiscal quarter ending September 30, 2012 and beyond. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this Current Report. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control. In particular, the uncertainty in global economic conditions continues to pose a risk to the Company’s operating and financial performance as consumers and businesses may defer purchases in response to tighter credit and financial news. Such risks and uncertainties also include, but are not limited to, the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; dependence on the Company’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; and possible excess industry supply with respect to particular disk drive products; the Company’s ability to achieve projected cost savings in connection with restructuring plans; and significant disruption to the industry supply chain due to the severe flooding throughout parts of Thailand. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Company’s Annual Report on Form 10-K and Form 10-K/A as filed with the U.S. Securities and Exchange Commission on August 17, 2011 and August 24, 2011 respectively, and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on April 30, 2012 which statements are incorporated into this Current Report by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

 

 

 

By:

/s/ PATRICK J. O’MALLEY

 

Name:

Patrick J. O’Malley

 

Title:

Executive Vice President and Chief Financial Officer

 

Date: July 30, 2012

 

4


Exhibit 99.1

 

 

 

Media Relations Contact:

Brian Ziel (408.658.1540)

brian.ziel@seagate.com

 

SEAGATE TECHNOLOGY REPORTS FISCAL FOURTH QUARTER 2012

AND YEAR-END 2012 FINANCIAL RESULTS

 

Reports Record Revenue and Profits for Fiscal Year 2012

 

Increases Quarterly Dividend by 28% to $0.32 per Share

 

CUPERTINO, CA — July 30, 2012 — Seagate Technology plc (NASDAQ: STX) today reported financial results for the quarter and fiscal year ended June 29, 2012. During the fourth quarter, on a GAAP basis the company reported revenue of approximately $4.5 billion, gross margin of 33.1%, net income of $1.0 billion and diluted earnings per share of $2.37. On a non-GAAP basis, which excludes the net impact of certain items, Seagate reported gross margin of 33.6% and diluted earnings per share of $2.41.

 

In the June quarter, Seagate generated approximately $1.4 billion in cash from operations, paid cash dividends of $106 million and used approximately $1.2 billion to redeem approximately 45 million ordinary shares. Through the first half of the 2012 calendar year, Seagate has redeemed approximately 88 million ordinary shares, representing approximately 19% of the company’s market capitalization. Cash, cash equivalents, restricted cash, and short-term investments totaled $2.2 billion at the end of the fourth quarter, a sequential increase of approximately $67 million.

 

For the fiscal year ended June 29, 2012, on a GAAP basis Seagate reported revenue of $14.9 billion, gross margin of 31.4%, net income of $2.9 billion and diluted earnings per share of $6.49. On a non-GAAP basis, the company reported gross margin of 31.7% and diluted earnings per share of $6.75. In fiscal year 2012, Seagate returned over 85% of its operating cash flow to shareholders in the form dividends and share redemptions.

 

“As we announced previously, we were disappointed not to meet our revenue and margin plan for the fourth quarter as a result of the industry’s faster recovery from the supply chain disruption and an isolated supplier issue that we experienced,” said Steve Luczo, Seagate chairman and chief executive officer. “Nevertheless, we are pleased to have achieved record revenue and unit shipments for the June quarter, which enabled Seagate to continue to return significant value to shareholders through dividends and share repurchases.”

 

1



 

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

 

Seagate has issued a Supplemental Commentary document. The Supplemental Commentary will not be read during today’s call, but rather it is available in the investors section of seagate.com.

 

Quarterly Cash Dividend

 

The Board of Directors has approved a quarterly cash dividend of $0.32 per share, which will be payable on August 29, 2012 to shareholders of record as of the close of business on August 10, 2012. The payment of any future quarterly dividends will be at the discretion of the Board and will be dependent upon Seagate’s financial position, results of operations, available cash, cash flow, capital requirements and other factors deemed relevant by the Board.

 

Investor Communications

 

Seagate management will hold a public webcast today at 2:00 p.m. Pacific Time on its Investor Relations website at www.seagate.com/investors. During today’s conference call, the company will provide an outlook for its first fiscal quarter of 2013 and its view of the remainder of the calendar year, including key underlying assumptions. Seagate is planning an investor and analyst meeting on September 21, 2012 to discuss the Company’s longer-term strategic plan.

 

Replay

 

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

 

About Seagate

 

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

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about our plans, strategies and prospects and estimates of industry growth for the fiscal quarter ending September 30, 2012 and beyond. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control. In particular, the uncertainty in global economic conditions continues to pose a risk to the Company’s operating and financial performance as consumers and businesses may defer purchases in response to tighter credit and financial news. Such risks and uncertainties also include, but are not limited to, the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; dependence on the Company’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; and possible excess industry supply with respect to particular disk drive products; the Company’s ability to achieve projected cost savings in connection with restructuring plans; and significant disruption to the industry supply chain due to the severe flooding throughout parts of Thailand. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Company’s Annual Report on

 

2



 

Form 10-K and Form 10-K/A as filed with the U.S. Securities and Exchange Commission on August 17, 2011 and August 24, 2011 respectively, and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on April 30, 2012 which statements are incorporated into this press release by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

 

# # #

 

3



 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

 

 

 

June 29,
2012

 

July 1,
2011(a)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,707

 

$

2,677

 

Short-term investments

 

411

 

474

 

Restricted cash and investments

 

93

 

102

 

Accounts receivable, net

 

2,319

 

1,495

 

Inventories

 

909

 

872

 

Deferred income taxes

 

104

 

99

 

Other current assets

 

767

 

706

 

Total current assets

 

6,310

 

6,425

 

Property, equipment and leasehold improvements, net

 

2,284

 

2,245

 

Goodwill

 

463

 

31

 

Other intangible assets

 

506

 

1

 

Deferred income taxes

 

396

 

374

 

Other assets, net

 

147

 

149

 

Total Assets

 

$

10,106

 

$

9,225

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

2,286

 

$

2,063

 

Accrued employee compensation

 

344

 

199

 

Accrued warranty

 

235

 

189

 

Accrued expenses

 

531

 

452

 

Current portion of long-term debt

 

 

560

 

Total current liabilities

 

3,396

 

3,463

 

Long-term accrued warranty

 

128

 

159

 

Long-term accrued income taxes

 

84

 

67

 

Other non-current liabilities

 

138

 

121

 

Long-term debt, less current portion

 

2,863

 

2,952

 

Total Liabilities

 

6,609

 

6,762

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Total Shareholders’ Equity

 

3,497

 

2,463

 

Total Liabilities and Shareholders’ Equity

 

$

10,106

 

$

9,225

 

 


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

 

4



 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

 

 

 

For the Three Months
Ended

 

For the Fiscal Years
Ended

 

 

 

June 29,
2012

 

July 1,
2011

 

June 29,
2012

 

July 1,
2011(a)

 

Revenue

 

$

4,482

 

$

2,859

 

$

14,939

 

$

10,971

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

2,998

 

2,308

 

10,255

 

8,825

 

Product development

 

269

 

229

 

1,006

 

875

 

Marketing and administrative

 

140

 

128

 

528

 

445

 

Amortization of intangibles

 

18

 

 

38

 

2

 

Restructuring and other, net

 

 

4

 

4

 

18

 

Total operating expenses

 

3,425

 

2,669

 

11,831

 

10,165

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1,057

 

190

 

3,108

 

806

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

2

 

1

 

8

 

7

 

Interest expense

 

(55

)

(63

)

(241

)

(214

)

Other, net

 

9

 

1

 

7

 

(20

)

Other expense, net

 

(44

)

(61

)

(226

)

(227

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,013

 

129

 

2,882

 

579

 

Provision for income taxes

 

 

10

 

20

 

68

 

Net income

 

$

1,013

 

$

119

 

$

2,862

 

$

511

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

2.46

 

$

0.28

 

$

6.72

 

$

1.13

 

Diluted

 

2.37

 

0.27

 

6.49

 

1.09

 

Number of shares used in per share calculations:

 

 

 

 

 

 

 

 

 

Basic

 

411

 

427

 

426

 

451

 

Diluted

 

427

 

444

 

441

 

467

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.25

 

$

0.18

 

$

0.86

 

$

0.18

 

 


(a) The information in this column was derived from the Company’s audited Consolidated Statement of Operations for the year ended July 1, 2011.

 

5



 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

 

 

For the Fiscal Years
Ended

 

 

 

June 29,
2012

 

July 1,
2011(a)

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

2,862

 

$

511

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

Depreciation and amortization

 

814

 

754

 

Share-based compensation

 

51

 

51

 

Loss on redemption of debt

 

17

 

26

 

Gain on sale of property and equipment

 

(25

)

(23

)

Deferred income taxes

 

(28

)

46

 

Other non-cash operating activities, net

 

(5

)

15

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(824

)

(95

)

Inventories

 

99

 

(115

)

Accounts payable

 

157

 

386

 

Accrued employee compensation

 

145

 

(64

)

Accrued expenses, income taxes and warranty

 

54

 

(28

)

Other assets and liabilities

 

(55

)

(200

)

Net cash provided by operating activities

 

3,262

 

1,264

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Acquisition of property, equipment and leasehold improvements

 

(636

)

(843

)

Proceeds from the sale of property and equipment

 

20

 

77

 

Purchases of short-term investments

 

(454

)

(487

)

Sales of short-term investments

 

397

 

159

 

Maturities of short-term investments

 

119

 

101

 

Change in restricted cash and investments

 

7

 

14

 

Cash used in acquisition of Samsung HDD assets and liabilities

 

(561

)

 

Other investing activities, net

 

(6

)

(2

)

Net cash used in investing activities

 

(1,114

)

(981

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Net proceeds from issuance of long-term debt

 

 

1,324

 

Repayments of long-term debt and capital lease obligations

 

(670

)

(377

)

Change in restricted cash and investments

 

 

2

 

Proceeds from issuance of ordinary shares under employee stock plans

 

344

 

83

 

Dividends to shareholders

 

(372

)

(74

)

Repurchases of ordinary shares

 

(2,426

)

(822

)

Other financing activities, net

 

6

 

(5

)

Net cash (used in) provided by financing activities

 

(3,118

)

131

 

 

 

 

 

 

 

(Decrease) increase in cash and cash equivalents

 

(970

)

414

 

Cash and cash equivalents at the beginning of the year

 

2,677

 

2,263

 

Cash and cash equivalents at the end of the year

 

$

1,707

 

$

2,677

 

 


(a) The information in this column was derived from the Company’s audited Consolidated Statement of Cash flows for the year ended July 1, 2011.

 

6



 

Use of non-GAAP financial information

 

To supplement the preliminary financial information presented in accordance with generally accepted accounting principles (GAAP), the Company provides non-GAAP measures of gross margin which are adjusted from results based on GAAP to exclude certain expenses. These non-GAAP financial measures are provided to enhance the user’s overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company believes non-GAAP results provide useful information to both management and investors as these non-GAAP results exclude certain expenses that the Company believes are not indicative of its core operating results and because it is consistent with the financial models and estimates published by financial analysts who follow the Company.

 

These non-GAAP results are some of the primary measurements management uses to assess the Company’s performance, allocate resources and plan for future periods. Reported non-GAAP results should only be considered as supplemental to results prepared in accordance with GAAP, and not considered as a substitute for, or superior to, GAAP results. These non-GAAP measures may differ from the non-GAAP measures reported by other companies in the Company’s industry.

 

7



 

SEAGATE TECHNOLOGY PLC

ADJUSTMENTS TO GAAP NET INCOME AND DILUTED NET INCOME PER SHARE

(In millions, except per share amounts)

(Unaudited)

 

 

 

For the Three
Months
Ended June
29, 2012

 

For the Fiscal
Year Ended
June 29, 2012

 

 

 

 

 

 

 

GAAP net income

 

$

1,013

 

$

2,862

 

Non-GAAP adjustments:

 

 

 

 

 

Cost of revenue (A)

 

20

 

51

 

Product development (B)

 

4

 

30

 

Marketing and administrative (B)

 

1

 

15

 

Amortization of intangibles (C)

 

18

 

38

 

Restructuring and other, net (C)

 

 

4

 

Other expense, net (D)

 

 

12

 

Provision for (benefit from) income taxes (E)

 

(28

)

(35

)

Non-GAAP net income

 

$

1,028

 

$

2,977

 

 

 

 

 

 

 

Diluted net income per share:

 

 

 

 

 

GAAP

 

$

2.37

 

$

6.49

 

 

 

 

 

 

 

Non-GAAP

 

$

2.41

 

$

6.75

 

 

 

 

 

 

 

Shares used in diluted net income per share calculation

 

427

 

441

 

 


(A)     For the three months ended June 29, 2012, Cost of revenue on a GAAP basis totaled $2,998 million, while non-GAAP Cost of revenue, which excludes the net impact of certain adjustments, was $2,978 million. The non-GAAP adjustments include amortization expense of other intangible assets plus integration costs associated with the December 2011 acquisition of Samsung’s HDD business.

 

For the fiscal year ended June 29, 2012, Cost of revenue on a GAAP basis totaled $10,255 million, while non-GAAP Cost of revenue, which excludes the net impact of certain adjustments, was $10,204 million. The non-GAAP adjustments include amortization expense of other intangible assets, acquisition and integration costs associated with the acquisition of Samsung’s HDD business and the 2012 voluntary early retirement program (“VERP”) offered by the Company to certain of its employees in the U.S. in January 2012.

 

(B)     For the three months ended June 29, 2012, Product development and Marketing and administrative expenses have been adjusted on a non-GAAP basis to exclude the net impact of acquisition and integration costs associated with the acquisition of Samsung’s HDD business, and costs associated with our pending acquisition of LaCie S.A.  These exclusions were offset partially by a gain recorded on the sale of a building.

 

For the fiscal year ended June 29, 2012, Product development and marketing and administrative expenses have been adjusted on a non-GAAP basis to exclude the net impact of acquisition and integration costs associated with the acquisition of Samsung’s HDD business, adjustments to the expected retirement obligations of certain leased and subleased facilities, costs associated with our pending acquisition of LaCie S.A., and costs associated with the accrual of the 2012 VERP.  These were offset partially by the reversal of previously accrued litigation costs and a gain recorded on the sale of a building.

 

(C)     For the three months and the fiscal year ended June 29, 2012, Amortization of intangibles related to the acquisition of Samsung’s HDD business and Restructuring and other, net, which primarily related to prior year restructuring plans, have been excluded on a non-GAAP basis.

 

(D)     For the fiscal year ended June 29, 2012, Other expense, net on a GAAP basis was an expense of $226 million, while non-GAAP Other expense, net, which excludes the net impact of certain adjustments, was an expense of $214 million. The non-GAAP adjustments include a loss related to the redemption of our 10% secured notes and a write-down of an equity investment, offset partially by a gain recognized upon sales of certain strategic investments.

 

(E)      For the three months and the fiscal year ended June 29, 2012, non-GAAP net income excludes discrete tax items related to the release of valuation allowance on U.S. deferred tax assets associated with increases in the Company’s forecasted U.S. taxable income.

 

8


Exhibit 99.2

 

Seagate Technology plc Fiscal Fourth Quarter and Year-End 2012 Financial Results

 

Supplemental Commentary

July 30, 2012

 

The information in this written commentary is being provided to the investment community concurrently with our press release. Please note that these remarks will not be read during the earnings conference call. The live call will consist of opening comments from Steve Luczo, Chairman, President and CEO, followed by a Q&A session with the executive management team.

 

Cautionary Note Regarding Forward-Looking Statements

 

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about our plans, strategies and prospects and estimates of industry growth for the fiscal quarter ending September 30, 2012 and beyond. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control. In particular, the uncertainty in global economic conditions continues to pose a risk to the Company’s operating and financial performance as consumers and businesses may defer purchases in response to tighter credit and financial news. Such risks and uncertainties also include, but are not limited to, the impact of the variable demand and adverse pricing environment for disk drives, particularly in view of current business and economic conditions; dependence on the Company’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; and possible excess industry supply with respect to particular disk drive products; the Company’s ability to achieve projected cost savings in connection with restructuring plans; and significant disruption to the industry supply chain due to the severe flooding throughout parts of Thailand. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Company’s Annual Report on Form 10-K and Form 10-K/A as filed with the U.S. Securities and Exchange Commission on August 17, 2011 and August 24, 2011 respectively, and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on April 30, 2012 which statements are incorporated into this document by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

 

1



 

Fiscal Fourth Quarter 2012 Financial Highlights

 

These results reflect the acquisition of Samsung’s 2.5” hard drive business in December 2011.

 

Revenue, Non-GAAP Gross Margin and Earnings Per Diluted Share

 

Seagate achieved record fourth quarter revenue of $4.5 billion, up 57% year over year. Non-GAAP gross margin as a percentage of revenue was 33.6% and earnings per diluted share were $2.41, representing a significant increase in profitability year over year. These strong results reflect an overall increase in sales volumes, higher average product portfolio pricing and contributions from new products.

 

For the fiscal year 2012, Seagate achieved revenue of $14.9 billion, up 36% over the prior fiscal year. Non-GAAP gross margin as a percentage of revenue was 31.7% and non-GAAP earnings per diluted share were $6.75, also representing a significant increase in profitability over the prior fiscal year.

 

Operating Results and Selected Balance Sheet Items

 

Seagate successfully delivered its portfolio of products to a broad base of customers and sequentially increased production and product shipments in the June quarter. Seagate’s business, however, was impacted by an isolated supplier quality issue that affected one high-demand, high-margin mission critical enterprise hard drive product. This one-time issue decreased enterprise sales by approximately 1.5 million hard drives in the June quarter, impacting revenue and profitability. The Company believes it has fully resolved the issue and has resumed shipments of the product.

 

Fiscal Q4 Operating Expenses were $427 million, up $66 million year over year. Within this line item, Product Development expenses were $269 million, Sales, Marketing, General and Administrative expenses were $140 million and Amortization of Intangibles costs associated with our Samsung business acquisition were $18 million.

 

Inventory at the end of the June quarter was $909 million, up approximately 8% sequentially. Inventory turns were 13.2, approximately flat sequentially. Finished goods were $398 million reflecting the return to stronger production schedules after six months of severe supply chain constraints.

 

Fiscal Q4 Days Sales Outstanding were 47, down 4 days sequentially.

 

Amortization of Acquisition Related Intangibles

 

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

 

2



 

Cash Flow from Operations and Share Repurchase

 

For the June quarter, Cash Flow from Operations was $1.4 billion, Capital Investment was $139 million and free cash flow (Cash Flow from Operations less Capital Investments) was $1.3 billion. Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments totaled $2.2 billion at the end of the June 2012 quarter, up approximately $67 million sequentially.

 

For fiscal 2012, Cash Flow from Operations was $3.3 billion, up over 158% over the prior fiscal year. Seagate returned over 85% of 2012 Cash Flow from Operations to shareholders in dividends and share redemptions.

 

During the June quarter, the Company paid approximately $1.2 billion to redeem 45 million ordinary shares representing 85% of operating cash flow returned to shareholders. As of June 29, 2012 Seagate had approximately 396 million ordinary shares outstanding and the weighted average share count for the June quarter was 427 million fully diluted shares.

 

Disk Drive Market Commentary

 

All references to addressable markets in this document reflect the Company’s best estimates of industry hard drive product shipments based on external reporting sources.

 

The hard drive industry’s ability to manufacture and ship hard drives was severely disrupted by flooding in Thailand in early October 2011 and has been steadily improving since mid-December 2011. During the June 2012 quarter, the industry is estimated to have shipped approximately 157 million hard drives, reflecting approximately 101 exabytes of storage capacity and addressable market growth of approximately 7% sequentially.

 

During the June quarter, Seagate shipped a record 65.9 million hard drives, representing approximately 45 exabytes of storage. Seagate continues to focus on improving its mix of product sales towards higher capacity hard drives.

 

Enterprise class shipments in the June quarter increased 9% year over year to a record 8.5 million enterprise class hard drives. These results include 3.8 million mission critical server and storage applications hard drives and a record 4.7 million nearline applications hard drives. Cloud infrastructure build outs continue to fuel exceptional growth for the nearline hard drive market.

 

Client compute shipments in the June quarter increased 30% year over year to a record 46.3 million disk drives, including 22.4 million mobile hard drives and 23.9 million desktop hard drives.

 

Non-compute shipments in the June quarter increased 24% year over year to a record 11.2 million hard drives, including 7.4 million consumer electronics (“CE”) hard drives and 3.8 million Seagate branded hard drives.

 

3



 

Products and Technology Developments

 

In June, Seagate rolled out a major update to its consumer storage product line. With new naming, packaging and, most importantly, ease-of-use, Seagate introduced the BackUp Plus family of portable and desktop consumer storage products. Backup Plus drives deliver one-click back up setup, an updated and simplified dashboard for advanced configuration and the industry’s first one-click backup of social sites like Facebook and Flickr.

 

Also in June, Seagate announced an agreement to acquire a controlling interest in LaCie, one of the world’s premier brands of external storage products for consumers and businesses. LaCie will provide Seagate with access to premium retail channels, stronger presence in key geographies and additional design, software and engineering capabilities.

 

In May, Seagate was the first company in the industry to demonstrate solid-state drives working with the new 12Gb/s SAS standard. The company also announced a joint development agreement with, and investment in, Densbits to develop next-generation consumer- and enterprise-class SSDs.

 

4


Exhibit 99.3

 

GRAPHIC

 

GRAPHIC

Media Relations Contact:

Brian Ziel (408.658.1540)

brian.ziel@seagate.com

 

MEI-WEI CHENG NAMED TO SEAGATE TECHNOLOGY BOARD OF DIRECTORS

 

CUPERTINO, CA — July 25, 2012 — Seagate Technology plc (NASDAQ: STX) today announced it has named Mei-Wei Cheng, CEO of Siemens North East Asia and President and CEO of Siemens Ltd., China, to its Board of Directors. Mr. Cheng will also serve on the Finance Committee.

 

Mr. Cheng has served in his current role since July 2010 where he has full responsibility for all of Siemens activities in Mainland China, Hong Kong, Taiwan and Mongolia. Prior to joining Siemens, he was Chairman and CEO of Ford Motor Company (China) Ltd., as well as a Corporate Group Vice President of Ford Motor Company. Previously, Mr. Cheng held executive positions at General Electric Corporation (GE), including Corporate Vice President, Regional Executive and President of GE Appliance—Asia, and Chairman and CEO of GE (China) Ltd. He began his career at AT&T, where he last served as President of AT&T China.

 

Mr. Cheng is currently a member of the Cornell Engineering College Advisory Council and a member of the board of directors of Diebold, Inc. He is also a member of the Committee of 100, an organization of Chinese American business leaders, and serves as the International Senior Economic Consultant for the People’s Government of Shaanxi Province, as well as for the cities of Chongqing and Wuhan.

 

Mr. Cheng holds a bachelor of science degree in industrial engineering/operations research from Cornell University, an MBA from Rutgers University, and is a graduate of Dartmouth’s Tuck Executive Program and MIT’s Program for Senior Executives.

 

About Seagate

 

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