Seagate Technology Holdings plc0001137789false00011377892024-01-242024-01-24


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 24, 2024
____________________________

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
____________________________
Ireland001-3156098-1597419
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer
incorporation or organization) Identification Number)
121 Woodlands Avenue 5739009
Singapore
(Address of principal executive office)(Zip Code)
Registrant’s telephone number, including area code: (65) 6018-2562
38/39 Fitzwilliam Square
Dublin 2, Ireland
D02 NX53
(Former name or former address, if changed since last report)
_______________________________________________________________________________________________________________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per shareSTXThe NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02    Results of Operations and Financial Condition.
On January 24, 2024, Seagate Technology Holdings plc (the “Company” or “Seagate”) issued a press release reporting its financial results for the fiscal second quarter ended December 29, 2023. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 2.02 and the exhibit hereto are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section.
Item 7.01    Regulation FD Disclosure.
On January 24, 2024, the Board of Directors of the Company declared a quarterly cash dividend of $0.70 per share, which will be payable on April 4, 2024 to shareholders of record as of the close of business on March 21, 2024.
Seagate has issued a Supplemental Financial Information document. The Supplemental Financial Information is available on Seagate’s Investor Relations website at investors.seagate.com.
Seagate management will hold a public webcast on January 24, 2024 at 2:00 p.m. Pacific / 5:00 p.m. Eastern that can be accessed on its Investor Relations website at investors.seagate.com. During the webcast, the Company will provide an outlook for its fiscal third quarter of 2024 including key underlying assumptions. A replay will be available on Seagate’s Investor Relations website at investors.seagate.com shortly following the conclusion of the event and will be archived for approximately one year. Investors and others should note that the Company routinely uses the Investor Relations section of its corporate website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in the Company to review the information that it shares on investors.seagate.com.
The information in this Item 7.01 is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section. 


Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is attached to this Current Report on Form 8-K:


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 HOLDINGS PUBLIC LIMITED COMPANY
  
Date:January 24, 2024By:/s/ Gianluca Romano
 Name:Gianluca Romano
 Title:Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)



Exhibit 99.1
seagatelogoa.jpg

Investor Relations Contact:
Shanye Hudson, (510) 661-1600
shanye.hudson@seagate.com

Media Contact:
Gregory Belloni, (415) 235-9092
gregory.belloni@seagate.com
SEAGATE TECHNOLOGY REPORTS FISCAL SECOND QUARTER 2024 FINANCIAL RESULTS
Fiscal Q2 2024 Highlights
•Revenue of $1.56 billion
•GAAP (loss) per share of $(0.09); non-GAAP diluted earnings per share (EPS) of $0.12
•Cash flow from operations of $169 million and free cash flow of $99 million
•Declared cash dividend of $0.70 per share
•Launch of Mozaic platform marking a major inflection point in mass capacity storage
FREMONT, CA – January 24, 2024 - Seagate Technology Holdings plc (NASDAQ: STX) (the “Company” or “Seagate”) today reported financial results for its fiscal second quarter ended December 29, 2023.
"Seagate delivered strong financial results in the December quarter, marked by 7% sequential revenue growth and non-GAAP EPS returning to profitability and exceeding the high end of our guidance range," said Dave Mosley, Seagate’s chief executive officer. “Results were led by improving cloud nearline demand as early signs of market recovery emerge.”
“Seagate has consistently balanced financial discipline with execution on our areal density-leading product roadmap. Last week’s launch of our Mozaic platform delivers a combination of technology advances, including HAMR, that collectively address data center operators’ most important challenges: cost, power and space. Volume ramp for our first Mozaic product is underway, positioning Seagate to capture attractive Mass Capacity storage opportunities," Mosley concluded.
Quarterly Financial Results
GAAPNon-GAAP
FQ2 2024FQ2 2023FQ2 2024FQ2 2023
Revenue ($M)$1,555 $1,887$1,555$1,887
Gross Margin23.3%13.0%23.6%21.4%
Operating Margin8.0%(8.5%)8.2%5.8%
Net (Loss) Income ($M)$(19)$(33)$25$34
Diluted (Loss) Earnings Per Share$(0.09)$(0.16)$0.12$0.16
During the fiscal second quarter the Company generated $169 million in cash flow from operations, $99 million in free cash flow, and returned $146 million of capital to shareholders through its quarterly dividend. As of the end of the quarter, cash and cash equivalents totaled $787 million, and there were 210 million ordinary shares issued and outstanding.
For a detailed reconciliation of GAAP to non-GAAP results, see accompanying financial tables.
Seagate has issued a Supplemental Financial Information document, which is available on Seagate’s Investor Relations website at investors.seagate.com.


Quarterly Cash Dividend
The Board of Directors of the Company (the "Board") declared a quarterly cash dividend of $0.70 per share, which will be payable on April 4, 2024 to shareholders of record as of the close of business on March 21, 2024. 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.
Business Outlook
The business outlook for the fiscal third quarter 2024 is based on our current assumptions and expectations; actual results may differ materially as a result of, among other things, the important factors discussed in the Cautionary Note Regarding Forward-Looking Statements section of this release.
The Company is providing the following guidance for its fiscal third quarter 2024:
•Revenue of $1.65 billion, plus or minus $150 million
•Non-GAAP diluted EPS of $0.25, plus or minus $0.20
Guidance regarding non-GAAP diluted EPS excludes known pre-tax charges related to estimated share-based compensation expenses of $0.15 per share.
We have not reconciled our non-GAAP diluted EPS guidance for fiscal third quarter 2024 to the most directly comparable GAAP measure, other than estimated share-based compensation expenses, because material items that may impact these measures are out of our control and/or cannot be reasonably predicted, including, but not limited to, accelerated depreciation, impairment and other charges related to cost saving efforts, net (gain) loss recognized from early redemption of debt, purchase order cancellation fees, strategic investment losses (gains) or impairment charges, income tax adjustments on these measures, and other charges or benefits that may arise. The amounts of these measures are not currently available but may be material to future results. A reconciliation of the non-GAAP diluted EPS guidance for fiscal third quarter 2024 to the corresponding GAAP measures is not available without unreasonable effort. A reconciliation of our historical non-GAAP financial measures to their nearest GAAP equivalent is contained in this release.
Investor Communications
Seagate management will hold a public webcast today at 2:00 PM PT / 5:00 PM ET that can be accessed on its Investor Relations website at investors.seagate.com.
An archived audio webcast of this event will be available on Seagate’s Investor Relations website at investors.seagate.com shortly following the event conclusion.
About Seagate
Seagate Technology is the leading innovator of mass-capacity data storage solutions. We create breakthrough technology so you can confidently store your data and easily unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud. To learn more about how Seagate leads storage innovation, visit www.seagate.com and our blog, or follow us on Twitter, Facebook, LinkedIn, and YouTube.
© 2024 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries.


Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements include, among other things, statements about the Company’s plans, programs, strategies, prospects, and opportunities; financial outlook for future periods, including the fiscal third quarter 2024; expectations regarding our ability to service debt and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the settlement agreement with the U.S. Department of Commerce’s Bureau of Industry and Security; expectations regarding logistical, macroeconomic, or other factors affecting the Company; expectations regarding market demand for the Company’s products and our ability to optimize our level of production and meet market and industry expectations and the effects of these future trends on Company’s performance; anticipated shifts in technology and storage industry trends, and anticipated demand and performance of new storage product introductions, including HAMR-based products; and expectations regarding the Company’s business strategy and performance, as well as dividend issuance plans for the fiscal quarter ending March 29, 2024 and beyond. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could” or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are subject to various uncertainties and risks that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest periodic report on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.
The inclusion of Seagate’s website addresses in this press release are provided for convenience only. The information contained in, or that can be accessed through, Seagate’s websites and social media channels are not part of this press release.


SEAGATE TECHNOLOGY HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
December 29, 2023June 30, 2023
 (unaudited)
ASSETS 
Current assets:  
Cash and cash equivalents$787 $786 
Accounts receivable, net471 621 
Inventories1,053 1,140 
Other current assets317 358 
Total current assets2,628 2,905 
Property, equipment and leasehold improvements, net1,642 1,706 
Goodwill1,237 1,237 
Deferred income taxes1,074 1,117 
Other assets, net568 591 
Total Assets$7,149 $7,556 
LIABILITIES AND SHAREHOLDERS' DEFICIT  
Current liabilities:  
Accounts payable$1,619 $1,603 
Accrued employee compensation86 100 
Accrued warranty81 78 
Current portion of long-term debt— 63 
Accrued expenses743 748 
Total current liabilities2,529 2,592 
Long-term accrued warranty86 90 
Other non-current liabilities679 685 
Long-term debt, less current portion5,669 5,388 
Total Liabilities8,963 8,755 
Total Shareholders’ Deficit(1,814)(1,199)
Total Liabilities and Shareholders’ Deficit$7,149 $7,556 





SEAGATE TECHNOLOGY HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
 For the Three Months EndedFor the Six Months Ended
 December 29, 2023December 30, 2022December 29,
2023		December 30,
2022
Revenue$1,555 $1,887 $3,009 $3,922 
Cost of revenue1,193 1,641 2,498 3,194 
Product development161 200 332 434 
Marketing and administrative108 125 213 254 
Amortization of intangibles— — — 3 
Restructuring and other, net(31)81 (29)90 
Total operating expenses1,431 2,047 3,014 3,975 
Income (loss) from operations124 (160)(5)(53)
Interest income3 1 5 2 
Interest expense(84)(77)(168)(148)
Net gain recognized from termination of interest rate swap— — 104 — 
Net gain (loss) recognized from early redemption of debt— 204 (29)204 
Other, net(47)(6)(58)(16)
Other (expense) income, net(128)122 (146)42 
Loss before income taxes(4)(38)(151)(11)
Provision for (benefit from) income taxes15 (5)52 (7)
Net loss$(19)$(33)$(203)$(4)
Net loss per share:
Basic$(0.09)$(0.16)$(0.97)$(0.02)
Diluted$(0.09)$(0.16)$(0.97)$(0.02)
Number of shares used in per share calculations:
Basic209 206 209 207 
Diluted209 206 209 207 
Cash dividends declared per ordinary share$0.70 $0.70 $1.40 $1.40 


SEAGATE TECHNOLOGY HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 For the Six Months Ended
 December 29, 2023December 30, 2022
OPERATING ACTIVITIES  
Net loss$(203)$(4)
Adjustments to reconcile net loss to net cash provided by operating activities: 
Depreciation and amortization138 283 
Share-based compensation55 62 
Deferred income taxes41 (4)
Net loss (gain) on redemption and repurchase of debt7 (204)
Other non-cash operating activities, net(12)28 
Changes in operating assets and liabilities: 
Accounts receivable, net150 692 
Inventories87 371 
Accounts payable54 (919)
Accrued employee compensation(14)(145)
BIS settlement penalty(15)— 
Accrued expenses, income taxes and warranty(13)228 
Other assets and liabilities 21 108 
Net cash provided by operating activities296 496 
INVESTING ACTIVITIES  
Acquisition of property, equipment and leasehold improvements(140)(212)
Proceeds from the sale of assets35 3 
Purchases of investments— (1)
Net cash used in investing activities(105)(210)
FINANCING ACTIVITIES
Redemption and repurchase of debt(1,288)— 
Dividends to shareholders(291)(292)
Repurchases of ordinary shares— (408)
Taxes paid related to net share settlement of equity awards(28)(39)
Proceeds from issuance of long-term debt1,500 600 
Proceeds from issuance of ordinary shares under employee stock plans44 29 
Other financing activities, net(128)(21)
Net cash used in financing activities(191)(131)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash1 — 
Increase in cash, cash equivalents and restricted cash1 155 
Cash, cash equivalents and restricted cash at the beginning of the period788 617 
Cash, cash equivalents and restricted cash at the end of the period$789 $772 


Use of non-GAAP financial information
The Company uses non-GAAP measures of gross profit, gross margin, operating expenses, income from operations, operating margin, net income, diluted EPS, free cash flow, EBITDA, adjusted EBITDA and last twelve months adjusted EBITDA, which are adjusted from results based on GAAP to exclude certain benefits, expenses, gains and losses. 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 benefits, expenses, gains and losses that it believes are not indicative of its core operating results and because it is similar to the approach used in connection with the financial models and estimates published by financial analysts who follow the Company.
These non-GAAP results are some of the 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 or replacement for, or superior to, GAAP results. These non-GAAP measures may differ from the non-GAAP measures reported by other companies in its industry.


SEAGATE TECHNOLOGY HOLDINGS PLC
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
(In millions, except per share amounts, gross margin and operating margin)
(Unaudited)
For the Three Months EndedFor the Six Months Ended
December 29, 2023December 30, 2022December 29,
2023		December 30,
2022
GAAP Gross Profit$362$246$511$728
Accelerated depreciation, impairment and other charges related to cost saving efforts—391339
Amortization of acquired intangible assets—1—2
Pandemic-related lockdown charges———7
Purchase order cancellation fees(4)108114108
Share-based compensation881516
Other charges1121
Non-GAAP Gross Profit$367$403$655$901
GAAP Gross Margin23.3%13.0%17.0%18.6%
Non-GAAP Gross Margin23.6%21.4%21.8%23.0%
GAAP Operating Expenses$238$406$516$781
Accelerated depreciation, impairment and other charges related to cost saving efforts———(22)
Amortization of acquired intangible assets———(3)
Restructuring and other, net31(81)29(90)
Share-based compensation(22)(25)(40)(46)
Other charges(7)(6)(17)(12)
Non-GAAP Operating Expenses$240$294$488$608
GAAP Income (Loss) From Operations$124$(160)$(5)$(53)
Accelerated depreciation, impairment and other charges related to cost saving efforts—391361
Amortization of acquired intangible assets—1—5
Pandemic-related lockdown charges———7
Purchase order cancellation fees(4)108114108
Restructuring and other, net(31)81(29)90
Share-based compensation30335562
Other charges871913
Non-GAAP Income From Operations$127$109$167$293
GAAP Operating Margin8.0%(8.5%)(0.2%)(1.4%)
Non-GAAP Operating Margin8.2%5.8%5.6%7.5%


SEAGATE TECHNOLOGY HOLDINGS PLC
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
(In millions, except per share amounts, gross margin and operating margin)
(Unaudited)
For the Three Months EndedFor the Six Months Ended
December 29, 2023December 30, 2022December 29,
2023		December 30,
2022
GAAP Net Loss$(19)$(33)$(203)$(4)
Accelerated depreciation, impairment and other charges related to cost saving efforts—391361
Amortization of acquired intangible assets—1—5
Net gain recognized from termination of interest rate swap——(104)—
Net (gain) loss recognized from early redemption of debt and debt modification costs—(204)29(204)
Pandemic-related lockdown charges———7
Purchase order cancellation fees(4)108114108
Restructuring and other, net(31)81(29)90
Share-based compensation30335562
Strategic investment losses or impairment charges43—43—
Other charges871913
Income tax adjustments(2)242(3)
Non-GAAP Net Income (Loss)$25$34$(21)$135
GAAP Diluted Net Loss Per Share$(0.09)$(0.16)$(0.97)$(0.02)
Accelerated depreciation, impairment and other charges related to cost saving efforts— 0.19 0.06 0.29 
Amortization of acquired intangible assets— — — 0.02 
Net gain recognized from termination of interest rate swap— — (0.50)— 
Net (gain) loss recognized from early redemption of debt and debt modification costs— (0.99)0.14 (0.98)
Pandemic-related lockdown charges— — — 0.03 
Purchase order cancellation fees(0.02)0.52 0.55 0.52 
Restructuring and other, net(0.15)0.39 (0.14)0.43 
Share-based compensation0.14 0.16 0.26 0.30 
Strategic investment losses or impairment charges0.20 — 0.21 — 
Other charges0.04 0.04 0.09 0.07 
Income tax adjustments— 0.01 0.20 (0.01)
Non-GAAP Diluted Net Income (Loss) Per Share1
$0.12 $0.16 $(0.10)$0.65 
Shares used in diluted net income (loss) per share calculation
GAAP209 206 209 207 
Non-GAAP211 207 209 209 
GAAP Net Cash Provided by Operating Activities$169 $251 $296$496
Acquisition of property, equipment and leasehold improvements70 79 140 212 
Free Cash Flow$99 $172 $156 $284 
____________________________________________________________
1As a result of the net loss reported during the period, GAAP diluted net loss per share for the three months ended December 29, 2023 and December 30, 2022, were computed using weighted average basic shares of 209 million and 206 million, respectively; both GAAP and non-GAAP diluted net loss per share for the six months ended December 29, 2023 were computed using weighted average basic shares of 209 million; and GAAP diluted net loss per share for the six months ended December 30, 2022 were computed using weighted average basic shares of 207 million.


SEAGATE TECHNOLOGY HOLDINGS PLC
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
(In millions)
(Unaudited)
For the Three Months Ended
December 29,
2023		September 29,
2023		June 30,
2023		March 31,
2023		Last Twelve Months
GAAP Net Loss$(19)$(184)$(92)$(433)$(728)
Depreciation and amortization62 76 104 126 368 
Interest expense84 84 84 81 333 
Interest income(3)(2)(6)(2)(13)
Income tax expense15 37 7 33 92 
Non-GAAP EBITDA139 11 97 (195)52 
BIS settlement penalty— — — 300 300 
Net loss (gain) recognized from early redemption of debt— 29 17 (3)43 
Net gain recognized from termination of interest rate swap— (104)— — (104)
Purchase order cancellation fees(4)118 — — 114 
Restructuring and other, net(31)2 (8)20 (17)
Share-based compensation30 25 22 31 108 
Strategic investment losses or impairment charges43 — 9 1 53 
Underutilization charges, net of depreciation and amortization31 51 29 60 171 
Other charges8 11 12 7 38 
Non-GAAP Adjusted EBITDA$216 $143 $178 $221 $758 


The Company’s Non-GAAP measures are adjusted for the following items:
Accelerated depreciation, impairment and other charges related to cost saving efforts
These expenses are excluded in the non-GAAP measures due to the inconsistency in amount and frequency and are excluded to facilitate a more meaningful evaluation of the Company’s current operating performance and comparison to its past periods' operating performance.
Amortization of acquired intangible assets
The Company records expense from amortization of intangible assets that were acquired in connection with its business combinations over their estimated useful lives. Such charges are inconsistent in size and are significantly impacted by the timing and magnitude of the Company’s acquisitions. Consequently, these expenses are excluded in the non-GAAP measures to facilitate a more meaningful evaluation of its current operating performance and comparison to its past periods’ operating performance.
BIS settlement penalty
The Company accrued a settlement penalty of $300 million for the fiscal third quarter of 2023 related to the alleged violations of the U.S. Export Administration Regulations between August 17, 2020 and September 29, 2021 by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), which were subsequently resolved by a settlement agreement on April 18, 2023. This settlement penalty is excluded from the non-GAAP measures to facilitate a more meaningful evaluation of the Company's current operating performance and comparison to its past periods' operating performance.
Net loss (gain) recognized from early redemption of debt and termination of interest rate swap
From time to time, the Company incurs gains, losses and fees from the early redemption and repurchase of certain long-term debt instruments and termination of related interest rate swap agreements. The amount of these charges may be inconsistent in size and varies depending on the timing of the early redemption of debt and/or termination of interest rate swap and consequently is excluded from the non-GAAP measures to facilitate a more meaningful evaluation of its current operating performance and comparison to its past periods' operating performance.
Pandemic-related lockdown charges
Pandemic-related lockdown charges are factory under-utilization costs incurred due to the pandemic-related lockdown measures at our factory in Wuxi, China. These charges are inconsistent in amount and frequency and are excluded in the non-GAAP measures to facilitate a more meaningful evaluation of its current operating performance and comparison to its past periods’ operating performance.
Purchase order cancellation fees
Purchase order cancellation fees are the costs incurred to cancel certain purchase commitments made with the Company's suppliers for component and equipment purchases that will not be received due to change in forecasted demand. These charges are inconsistent in amount and frequency and are excluded in the non-GAAP measures to facilitate a more meaningful evaluation of its current operating performance and comparison to its past periods’ operating performance.
Restructuring and other, net
Restructuring and other, net are costs associated with restructuring plans that are primarily related to costs associated with reduction in the Company’s workforce, exiting certain facilities and other related costs, as well as charges or gains from sale of properties. These costs or benefits do not reflect the Company’s ongoing operating performance and consequently are excluded from the non-GAAP measures to facilitate a more meaningful evaluation of its current operating performance and comparison to its past periods’ operating performance.
Share-based compensation
These expenses consist primarily of expenses for employee share-based compensation. Given the variety of equity awards used by companies, the varying methodologies for determining share-based compensation expense, the subjective assumptions involved in those determinations, and the volatility in valuations that can be driven by market conditions outside the Company’s control, the Company believes excluding share-based compensation expense enhances the ability of management and investors to understand and assess the underlying performance of its business over time and compare it against the Company’s peers, a majority of whom also exclude share-based compensation expense from their non-GAAP results.
Strategic investment gains, losses and impairment charges
From time to time, the Company incurs gains, losses or impairment charges from strategic investments that are measured and accounted at fair value, under the equity method of accounting, as available-for-sale debt securities or adjust for downward or upward adjustments to the carrying value under the measurement alternative if an impairment or observable price adjustment is recognized in the current period that are not considered as part of its ongoing operating performance. The resulting expense, gain or impairment loss is inconsistent in amount and frequency and consequently is excluded from the non-GAAP measures to facilitate a more meaningful evaluation of its current operating performance and comparison to its past periods’ operating performance.


Other charges
The other charges primarily include IT transformation costs. These charges are inconsistent in amount and frequency and are excluded in the non-GAAP measures to facilitate a more meaningful evaluation of its current operating performance and comparison to its past periods’ operating performance.
Income tax adjustments
Provision or benefit for income taxes represents the tax effects of non-GAAP adjustments determined using a hybrid with and without method and effective tax rate for the applicable adjustment and jurisdiction.
Free cash flow
Free cash flow is a non-GAAP measure defined as net cash provided by operating activities less acquisition of property, equipment and leasehold improvements. Free cash flow does not reflect non-cash items, net cash used or provided by financing activities and net cash used or provided by investing activities, other than acquisition of property, equipment and leasehold improvements. This non-GAAP financial measure is used by management to assess the Company's sources of liquidity, capital structure and operating performance.
EBITDA, adjusted EBITDA and last twelve months (LTM) adjusted EBITDA
EBITDA is defined as net income (loss) before income tax expense, interest expense, interest income, depreciation and amortization. Adjusted EBITDA excludes certain expenses, gains and losses that the Company believes are not indicative of its core operating results. These adjustments primarily include impairment and other charges related to cost saving efforts, net loss (gain) recognized from early redemption of debt, net gain recognized from termination of interest rate swap, pandemic-related lockdown charges, purchase order cancellation fees, restructuring and other, net, share-based compensation, strategic investment losses or impairment charges, other extraordinary charges such as factory underutilization charges and BIS settlement penalty. LTM adjusted EBITDA is defined as the total of last twelve months adjusted EBITDA. These non-GAAP financial measures are used by management to evaluate the Company’s debt portfolio and structure to comply with its financial debt covenants.

v3.23.4
Cover Page
Jan. 24, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 24, 2024
Entity Incorporation, State or Country Code L2
Entity File Number 001-31560
Entity Tax Identification Number 98-1597419
Entity Address, Address Line One 121 Woodlands Avenue 5
Entity Address, City or Town Singapore
Entity Address, Country SG
Entity Address, Postal Zip Code 739009
City Area Code 65
Local Phone Number 6018-2562
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares, par value $0.00001 per share
Trading Symbol STX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Registrant Name Seagate Technology Holdings plc
Entity Central Index Key 0001137789
Amendment Flag false
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