Seagate Technology
Seagate Technology plc (Form: 8-K, Received: 07/24/2013 07:19:29)

 

 

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 24, 2013

 


 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

 


 

Ireland

 

001-31560

 

98-0648577

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

38/39 Fitzwilliam Square

Dublin 2, Ireland

 

N/A

(Address of principal executive office)

 

(Zip Code)

 

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

 

N/A

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

 


 

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

 

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 24, 2013, Seagate Technology plc (the “Company”) issued a press release and supplemental commentary reporting its financial results for the fiscal quarter and fiscal year ended June 28, 2013.  The press release and supplemental commentary are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively.

 

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and the exhibits hereto are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

 

Item 7.01                    Regulation FD Disclosure.

 

The Company also announced that its Board of Directors has approved a quarterly cash dividend of $0.38 per share, as well as an authorization for the Company to repurchase up to an additional $2.5 billion of its outstanding ordinary shares.  A copy of the press release is attached as Exhibit 99.1.

 

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and the exhibits hereto are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

 

Item 9.01      Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are attached to this Current Report on Form 8-K:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release, dated July 24, 2013, of Seagate Technology plc entitled “Seagate Technology Reports Fiscal Fourth Quarter 2013 and Year-End 2013 Financial Results.”

 

 

 

99.2

 

Supplemental Commentary, dated July 24, 2013, of Seagate Technology plc entitled “Seagate Technology plc Fiscal Fourth Quarter and Year-End 2013 Financial Results.”

 

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 and 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 quarter ending September 27, 2013 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 and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control and may pose a risk to the Company’s operating and financial condition. Such risks and uncertainties include, but are not limited to; the uncertainty in global economic conditions as consumers and businesses may defer purchases in response to tighter credit and financial news, 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; possible excess industry supply with respect to particular disk drive products; and the Company’s 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 is the expectations described in this Current Report is contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 8, 2012, the “Risk Factor” section of which is 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.

 

2



 

SIGNATURE

 

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

 

 

 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

 

 

 

 

By:

/s/ PATRICK J. O’MALLEY

 

Name:

Patrick J. O’Malley

 

Title:

Executive Vice President and Chief Financial Officer

 

Date: July 24, 2013

 

3


Exhibit 99.1

 

 

Media Contact:

Brian Ziel, (408) 658-1540

GRAPHIC

brian.ziel@seagate.com

 

SEAGATE

 

SEAGATE TECHNOLOGY REPORTS FISCAL FOURTH QUARTER AND YEAR-END 2013

FINANCIAL RESULTS

 

CUPERTINO, CA — July 24, 2013 — Seagate Technology plc (NASDAQ: STX) (the “Company”) today reported financial results for the quarter and fiscal year ended June 28, 2013. During the fourth quarter, the Company reported revenue of approximately $3.4 billion, gross margin of 27.4%, net income of $348 million and diluted earnings per share of $0.94.  On a non-GAAP basis, which excludes the net impact of certain items, Seagate reported gross margin of 28.0%, net income of $447 million and diluted earnings per share of $1.20.

 

During the fourth quarter, the Company generated approximately $394 million in operating cash flow, paid cash dividends of $137 million and repurchased 1 million of ordinary shares for approximately $42 million.  The Company issued long-term debt of approximately $1 billion, and repurchased approximately $700 million total par value of its 2016 Notes and 2018 Notes.

 

For the fiscal year ended June 28, 2013, on a GAAP basis the Company reported revenue of $14.4 billion, gross margin of 27.5%, net income of $1.8 billion and diluted earnings per share of $4.81.  On a non-GAAP basis, the Company reported gross margin of 28.0% and diluted earnings per share of $5.31.  In fiscal year 2013, the Company returned 71% of its operating cash flow, or 96% of free cash flow, to shareholders in dividends and share redemptions. Cash, cash equivalents, restricted cash, and short-term investments totaled approximately $2.3 billion at the end of the fiscal year.

 

“Seagate’s financial results reflect strong execution in a time of change, uncertainty and opportunity,” said Steve Luczo, Seagate’s chairman, president and chief executive officer. “Looking ahead, we believe the market trends of data growth driven by cloud, mobile and open source advancement will present new and

 



 

significant opportunities for Seagate.  We will continue to balance near-term financial performance and long term strategic development while maximizing shareholder value.”

 

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 $0.38 per share, which will be payable on August 21, 2013 to shareholders of record as of the close of business on August 7, 2013. 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.

 

July 2013 Stock Repurchase Program

 

The Board of Directors has authorized the Company to repurchase up to $2.5 billion of its outstanding ordinary shares (the “July 2013 Authorization”).  Seagate, as a result of the July 2013 Authorization and other current repurchase authorizations, currently has a total authorized unutilized capacity for repurchases of approximately $3.3 billion under these authorizations.

 

Investor Communications

 

Seagate management will hold a public webcast today at 5:15 a.m. Pacific Daylight Time that can be accessed on its Investor Relations website at www.seagate.com/investors. During today’s webcast, the Company will provide an outlook for its first fiscal quarters of 2014 including key underlying assumptions.  Seagate is planning an investor and analyst meeting on September 10, 2013 to discuss the Company’s longer-term strategic plan.

 

Replay

 

A replay will be available beginning today at approximately 9:00 a.m. Pacific Daylight 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 and 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 quarter ending September 27, 2013 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 and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control and may pose a risk to the Company’s operating and financial condition. Such risks and uncertainties include, but are not limited to:  the uncertainty in global economic conditions, as consumers and businesses may defer purchases in response to tighter credit and financial news; 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; possible excess industry supply with respect to particular disk drive products; and the Company’s 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 contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 8, 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.

 

# # #

 



 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

 

 

 

June 28,
2013

 

June 29,
2012 (a)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,708

 

$

1,707

 

Short-term investments

 

480

 

411

 

Restricted cash and investments

 

101

 

93

 

Accounts receivable, net

 

1,670

 

2,319

 

Inventories

 

854

 

909

 

Deferred income taxes

 

115

 

104

 

Other current assets

 

484

 

767

 

Total current assets

 

5,412

 

6,310

 

Property, equipment and leasehold improvements, net

 

2,269

 

2,284

 

Goodwill

 

476

 

463

 

Other intangible assets

 

405

 

506

 

Deferred income taxes

 

456

 

396

 

Other assets, net

 

225

 

147

 

Total Assets

 

$

9,243

 

$

10,106

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,690

 

$

2,286

 

Accrued employee compensation

 

335

 

344

 

Accrued warranty

 

176

 

235

 

Accrued expenses

 

407

 

531

 

Current portion of long-term debt

 

3

 

 

Total current liabilities

 

2,611

 

3,396

 

Long-term accrued warranty

 

144

 

128

 

Long-term accrued income taxes

 

87

 

84

 

Other non-current liabilities

 

121

 

138

 

Long-term debt, less current portion

 

2,774

 

2,863

 

Total Liabilities

 

5,737

 

6,609

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Total Equity

 

3,506

 

3,497

 

Total Liabilities and Equity

 

$

9,243

 

$

10,106

 

 


(a) The information in this column was derived from the Company’s audited Consolidated Balance Sheet as of June 29, 2012.

 



 

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 28,
2013

 

June 29,
2012

 

June 28,
2013

 

June 29,
2012(a)

 

Revenue

 

$

3,425

 

$

4,482

 

$

14,351

 

$

14,939

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

2,486

 

2,998

 

10,411

 

10,255

 

Product development

 

294

 

269

 

1,133

 

1,006

 

Marketing and administrative

 

176

 

140

 

635

 

528

 

Amortization of intangibles

 

20

 

18

 

79

 

38

 

Restructuring and other, net

 

1

 

 

2

 

4

 

Total operating expenses

 

2,977

 

3,425

 

12,260

 

11,831

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

448

 

1,057

 

2,091

 

3,108

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

2

 

2

 

8

 

8

 

Interest expense

 

(50

)

(55

)

(214

)

(241

)

Other, net

 

(97

)

9

 

(54

)

7

 

Other expense, net

 

(145

)

(44

)

(260

)

(226

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

303

 

1,013

 

1,831

 

2,882

 

Provision for (benefit from) income taxes

 

(45

)

 

(7

)

20

 

Net income attributable to Seagate Technology plc

 

$

348

 

$

1,013

 

$

1,838

 

$

2,862

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

$

0.97

 

$

2.46

 

$

4.97

 

$

6.72

 

Diluted

 

0.94

 

2.37

 

4.81

 

6.49

 

Number of shares used in per share calculations:

 

 

 

 

 

 

 

 

 

Basic

 

359

 

411

 

370

 

426

 

Diluted

 

371

 

427

 

382

 

441

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per Seagate Technology plc ordinary share

 

$

0.38

 

$

0.25

 

$

1.40

 

$

0.86

 

 


(a) The information in this column was derived from the Company’s audited Consolidated Statement of Operations for the year ended June 29, 2012.

 



 

SEAGATE TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

 

 

 

For the Fiscal Years Ended

 

 

 

June 28, 
2013

 

June 29,
2012(a)

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

1,838

 

$

2,862

 

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

 

 

 

 

 

Depreciation and amortization

 

873

 

814

 

Share-based compensation

 

76

 

51

 

Loss on redemption of debt

 

141

 

17

 

Gain on sale of investments

 

(61

)

(12

)

Gain on sale of property and equipment

 

(36

)

(25

)

Deferred income taxes

 

(70

)

(28

)

Other non-cash operating activities, net

 

12

 

7

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

661

 

(824

)

Inventories

 

102

 

99

 

Accounts payable

 

(538

)

157

 

Accrued employee compensation

 

(14

)

145

 

Accrued expenses, income taxes and warranty

 

(170

)

54

 

Vendor Receivables

 

272

 

(82

)

Other assets and liabilities

 

(39

)

27

 

Net cash provided by operating activities

 

3,047

 

3,262

 

INVESTING ACTIVITIES

 

 

 

 

 

Acquisition of property, equipment and leasehold improvements

 

(786

)

(636

)

Proceeds from the sale of property and equipment

 

29

 

20

 

Purchases of short-term investments

 

(351

)

(454

)

Sales of short-term investments

 

296

 

397

 

Maturities of short-term investments

 

38

 

119

 

Cash used in acquisition of LaCie S.A., net of cash acquired

 

(36

)

 

Cash used in acquisition of Samsung HDD assets and liabilities

 

 

(561

)

Other investing activities, net

 

(15

)

1

 

Net cash used in investing activities

 

(825

)

(1,114

)

FINANCING ACTIVITIES

 

 

 

 

 

Net proceeds from issuance of long-term debt

 

986

 

 

Repayments of long-term debt and capital lease obligations

 

(1,224

)

(670

)

Proceeds from issuance of ordinary shares under employee stock plans

 

259

 

344

 

Dividends to shareholders

 

(518

)

(372

)

Repurchases of ordinary shares

 

(1,654

)

(2,426

)

Escrow deposit for acquisition of noncontrolling shares of LaCie S.A.

 

(72

)

 

Other financing activities, net

 

1

 

6

 

Net cash (used in) provided by financing activities

 

(2,222

)

(3,118

)

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

 

1

 

 

(Decrease) increase in cash and cash equivalents

 

1

 

(970

)

Cash and cash equivalents at the beginning of the year

 

1,707

 

2,677

 

Cash and cash equivalents at the end of the year

 

$

1,708

 

$

1,707

 

 


(a) The information in this column was derived from the Company’s audited Consolidated Statement of Cash Flows for the year ended June 29, 2012.

 



 

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.

 



 

SEAGATE TECHNOLOGY PLC

ADJUSTMENTS TO GAAP NET INCOME, DILUTED NET INCOME PER SHARE AND FREE CASH FLOW

(In millions, except per share amounts)

(Unaudited)

 

 

 

 

 

For the Three
Months Ended
June 28, 2013

 

For the Fiscal
Year Ended
June 28, 2013

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP Net Income:

 

 

 

 

 

 

 

GAAP Net Income

 

 

 

$

348

 

$

1,838

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

Cost of revenue

 

(A)

 

19

 

82

 

Product development

 

(B)

 

2

 

20

 

Marketing and administrative

 

(C)

 

4

 

(4

)

Amortization of intangibles

 

(D)

 

20

 

79

 

Restructuring and other, net

 

(D)

 

1

 

3

 

Other expense, net

 

(E)

 

106

 

63

 

Provision for (benefit from) income taxes

 

(F)

 

(53

)

(53

)

Non-GAAP net income

 

 

 

$

447

 

$

2,028

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP Diluted Net Income Per Share:

 

 

 

 

 

 

 

GAAP

 

 

 

$

0.94

 

$

4.81

 

Non-GAAP

 

 

 

$

1.20

 

$

5.31

 

Shares used in diluted net income per share calculation

 

 

 

371

 

382

 

 

 

 

 

 

 

 

 

Reconciliation of Free Cash Flow:

 

 

 

 

 

 

 

GAAP operating cash flow

 

 

 

$

394

 

$

3,047

 

Less: acquisition of property, equipment and leasehold improvements

 

 

 

(128

)

(786

)

Free cash flow

 

 

 

$

266

 

$

2,261

 

 


(A)        For the three months ended June 28, 2013, Cost of revenue on a GAAP basis totaled $2,486 million, while non-GAAP Cost of revenue, which excludes the impact of certain adjustments, was $2,467 million.  These non-GAAP adjustments include amortization of intangibles and other acquisition related expenses associated with the December 2011 acquisition of Samsung Electronics Co., Ltd’s hard disk drive business (the “Samsung HDD business”).

 

For the fiscal year ended June 28, 2013, Cost of revenue on a GAAP basis totaled $10,411 million, while non-GAAP Cost of revenue, which excludes the impact of certain adjustments, was $10,329 million. These non-GAAP adjustments include amortization of intangibles, other acquisition related expenses associated with the Samsung HDD business and the August 2012 acquisition of LaCie S.A. (“LaCie”) as well as the impact of the 2013 voluntary early retirement program (“2013 VERP”) offered by the Company to certain of its employees in the U.S. in January 2013.

 

(B)        For the three months and fiscal year ended June 28, 2013, Product development expense has been adjusted on a non-GAAP basis to exclude the impact of acquisition and integration costs associated with the Samsung HDD business. For the fiscal year ended June 28, 2013, Product development expense has also been adjusted on a non-GAAP basis to exclude the impact of the 2013 VERP.

 

(C)        For the three months and fiscal year ended June 28, 2013, Marketing and administrative expense has been adjusted on a non-GAAP basis to exclude the impact of acquisition and integration costs associated with the Samsung HDD business and LaCie. For the fiscal year ended

 



 

June 28, 2013, Marketing and administrative expense has also been adjusted on a non-GAAP basis to exclude the net impact of legal cost reimbursements and the 2013 VERP.

 

(D)        For the three months and fiscal year ended June 28, 2013, Amortization of intangibles related to our Samsung HDD business and LaCie acquisitions and Restructuring and other, net, primarily related to prior year restructuring plans, have been excluded on a non-GAAP basis.

 

(E)        For the three months and fiscal year ended June 28, 2013, Other expense has been adjusted on a non-GAAP basis primarily to exclude the net impact of losses recognized on the early redemption and repurchase of debt, partially offset by gains recognized upon sales of investments. For the fiscal year ended June 28, 2013, Other expense has also been adjusted on a non-GAAP basis primarily to exclude a gain recognized from an insurance reimbursement related to the severe flooding in Thailand.

 

(F)         For the three months and fiscal year ended June 28, 2013, non-GAAP net income excludes 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.

 


Exhibit 99.2

 

Seagate Technology plc Fiscal Fourth Quarter and Year-End 2013 Financial Results

 

Supplemental Commentary

July 24, 2013

 

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, and 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 quarter ending September 27, 2013 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 document and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control and may pose a risk to the Company’s operating and financial condition. Such risks and uncertainties include, but are not limited to: the uncertainty in global economic conditions, as consumers and businesses may defer purchases in response to tighter credit and financial news; 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; possible excess industry supply with respect to particular disk drive products; and the Company’s 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 contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 8, 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.

 



 

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

 

Seagate achieved fourth quarter revenue of $3.4 billion. Non-GAAP gross margin as a percentage of revenue improved by 40 basis points sequentially to 28.0%, and non-GAAP earnings per diluted share were $1.20.

 

Seagate achieved sales in excess of $14 billion for the second time in its history in fiscal 2013, as revenue for the period came in at $14.4 billion.  Non-GAAP gross margin as a percentage of revenue was 28.0% and within the company’s long term target range. Non-GAAP earnings per diluted share for the year were $5.31.

 

Operating Results and Selected Balance Sheet Items

 

Seagate’s quarterly operating expenses were $464 million on a Non-GAAP basis. Seagate continues to focus its investments in mobile, cloud, and open source computing as storage and IT infrastructure continue to evolve.

 

Inventory at the end of the June quarter was $854 million, up approximately 3%, sequentially. Fiscal fourth quarter Days Sales Outstanding was 44, up from 40 days in the previous quarter driven by OEM mix.

 

Amortization of Acquisition Related Intangibles

 

As a result of the acquisition of Samsung’s HDD business and LaCie, Seagate recognized a non-cash $37 million expense for amortization of acquisition-related intangibles in the June quarter, with approximately $17 million recorded in Cost of Revenue and $20 million in Amortization of Intangibles.

 

Cash Flow Highlights

 

For the June quarter, the company generated $394 million in operating cash flow. Seagate repurchased one million ordinary shares for approximately $42 million, and distributed $137 million in dividends.  Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments totaled $2.3 billion at the end of the June 2013 quarter.

 

For the fiscal year, the company generated approximately $3.0 billion of operating cash flow, redeemed 54 million ordinary shares for approximately $1.7 billion and paid $518 million in dividends. In total, Seagate returned more than 71% of its operating cash flow and over 96% of its free cash flow to shareholders.

 

As of the end of the June quarter, Seagate had approximately 359 million ordinary shares outstanding and the daily weighted average dilutive share count for the June quarter was 371 million.

 



 

CapEx

 

Seagate continued to run its business with a maintenance level of capital. The company’s capital expenditures for the fiscal year were at the lower end of its forecasted range, totaling $786 million or 5% of revenue, of which approximately $172 million was related to improvements of its global R&D facilities.

 

Debt Profile

 

In the June quarter, Seagate improved its debt profile, making a cash tender offer to repurchase the outstanding 7.75% Senior Notes due 2018 and 6.80% Senior Notes due 2016. Seagate received tenders for approximately $435 million of the 2018 Notes and $265 million of the 2016 Notes. The company also issued $1.0 billion of Senior Notes due 2023, priced at 4.75%.

 

Also of note in fiscal 2013, Seagate retired its 10% Senior Notes. As a result of the new tranche, tenders, and open market purchases, Seagate reduced the carrying value of its debt by approximately $90 million and will save $40 million per year in interest expense.

 

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. (1 exabyte = approximately 1 billion gigabytes)

 

Seagate continued to deliver a broad portfolio of products by shipping 53.9M units. For the fiscal year, Seagate shipped 225.7M units.

 

Unit shipments for the June quarter were 53.9 million. Capacity mix continued to improve as average capacity per drive rose to 855 gigabytes from 842 gigabytes on a sequential basis. For the quarter, the industry shipped an estimated 107 exabytes. For the fiscal year, Seagate’s exabyte growth outpaced unit growth as exabytes shipped increased 23%, while total unit shipments grew by less than 1%.

 

Enterprise class shipments grew on a sequential basis by 9% to 8.2 million units. These results include 3.7 million hard drives for mission critical applications and 4.5 million hard drives for nearline storage applications. For fiscal 2013, Seagate 14.3M mission critical drives and 15.1 million for nearline applications, bringing total enterprise class shipments to 29.4 million.

 

Total client compute shipments in the June quarter were 34.7 million disk drives, including 18.6 million desktop hard drives and 16.1 million mobile units. For the full fiscal year, Seagate shipped 80.5 million desktop drives and 70.7 million mobile units.

 

Non-compute shipments in the June quarter totaled 10.9 million, including 6.1 million consumer electronics (“CE”) hard drives and 4.8 million Seagate branded hard drives. For the fiscal year, Seagate shipped 45.1 million units, of which 23.3 million were CE and 21.8 million were branded.

 



 

Products and Technology Developments

 

Seagate remains committed to rounding out its portfolio in all storage technologies. The company continues to be an industry leader through its disk, hybrid, and solid state offerings.

 

·                  In May, Seagate unveiled the storage industry’s broadest product portfolio, launching its first client SSD and next-generation enterprise SSDs. The Seagate 600 SSD, Seagate 600 Pro SSD, and the Seagate 1200 SSD are engineered to deliver ultra-fast speed and high data integrity. Seagate also announced the new Seagate X8 Accelerator, a storage class memory PCIe card powered by Virident.

 

·                   The first 3.5” 4TB drive engineered for use in video applications such as digital video recorders was launched by Seagate in May. Purpose-built for video solutions, the Video 3.5 HDD can store up to 480 hours of high-definition content.

 

·                   In June, Seagate launched a cutting-edge drive custom-built for always-on NAS HDD. Featuring up to 4TB of storage the drive now enables NAS systems, such as those utilized in homes and small to midsize businesses (SMB), to provide up to 20TB of data in a five-bay NAS array.

 

·                   Seagate recently announced its Terascale HDD, a 4TB enterprise class SATA HDD that is optimized for emerging cloud infrastructures and large scale data centers.  The Terascale’s power savings help minimize data center operating costs.