8-K
Seagate Technology Holdings plc (STX)
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): August 31, 2022
____________________________
SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
____________________________
| Ireland | 001-31560 | 98-1597419 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| incorporation or organization) | Identification Number) | |
| 38/39 Fitzwilliam Square | D02 NX53 | |
| --- | --- | |
| Dublin 2 | ||
| Ireland | ||
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (353) (1) 234-3136
N/A
(Former name or former address, if changed since last report)
_______________________________________________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Ordinary Shares, par value $0.00001 per share | STX | The 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 7.01 Regulation FD Disclosure.
On August 31, 2022, Seagate Technology Holdings plc issued a press release announcing revised business outlook for the fiscal first quarter ending September 30, 2022. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The press release also includes information regarding Seagate Technology's chief financial officer, Gianluca Romano presenting at the Deutsche Bank 2022 Technology Conference, scheduled to begin today at 10:30 AM PT / 1:30 PM ET. A live audio webcast of the presentation can be accessed online at Seagate’s Investor Relations website at investors.seagate.com.
The information in this Item 7.01 and the exhibit hereto are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
Item 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, datedAuguststxpressreleaseoutlookq123.htm31, 2022, of Seagate Technology Holdings plc entitled “SeagateTechnologystxpressreleaseoutlookq123.htmRevisesFiscalFirstQuarter 2023stxpressreleaseoutlookq123.htmOutlook.” |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 31, 2022 | By: | /s/ Gianluca Romano |
| Name: | Gianluca Romano | |
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Document
Exhibit 99.1
Press Release
Media Contact:
Gregory Belloni (415) 235-9092
gregory.belloni@seagate.com
Investor Relations Contact:
Shanye Hudson (510) 661-1600
shanye.hudson@seagate.com
SEAGATE TECHNOLOGY REVISES FISCAL FIRST QUARTER 2023 OUTLOOK
FREMONT, CA. – August 31, 2022 - Seagate Technology Holdings plc (NASDAQ: STX) (the “Company” or “Seagate”), a world leader in data storage and infrastructure solutions, today announced that it is lowering its business outlook for the fiscal first quarter ending September 30, 2022, against a worsening macro-economic backdrop.
Seagate now expects fiscal first quarter revenue of $2.1 billion plus or minus $100 million, which compares to the Company's previous guidance range of $2.5 billion plus or minus $150 million.
"Since our earnings call in mid-July, weaker economic trends in certain Asian regions have amplified customer inventory corrections and supply chain disruptions. We have also seen more cautious buying behavior among global Enterprise / OEM and certain U.S. cloud customers amid ongoing macro-economic uncertainties. These external factors are impacting near-term mass capacity demand while continuing to weigh on the consumer centric legacy markets," said Dave Mosley, Seagate's chief executive officer.
"As we operate under these dynamic market conditions, we continue to take proactive steps to minimize the impacts to the business. We are further reducing our production output, lowering expenses, and moderating fiscal 2023 capital investments. The combination of lower revenue, increased under-utilization charges and less favorable product mix in the September quarter will result in a sequential decline in margins, with non-GAAP EPS now expected to be meaningfully below our prior guidance of at least $1.20.
We continue to see solid demand for our 20+ terabyte product family and remain on-track for volume and revenue crossover with the 18-terabyte platform in the September quarter. The long-term demand drivers for mass capacity storage remain intact and Seagate's strong product roadmap and deep customer relationships make us well positioned to capture these significant future growth opportunities," Mosley concluded.
Investor Event
Seagate’s chief financial officer, Gianluca Romano will be presenting at the Deutsche Bank 2022 Technology Conference, which is scheduled to begin today at 10:30 AM PT / 1:30 PM ET.
A live audio webcast of the presentation can be accessed online at Seagate’s Investor Relations website at investors.seagate.com. A replay of the webcast will be available for at least 30 days following the event.
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 and prospects, financial outlook for future periods, including the fiscal first quarter 2023; expectations regarding the Company’s products, our ability to ramp production, storage industry trends and market demand, shifts in technology, the Company’s ability to meet market and industry expectations and the effects of these future trends, the possible effects of the economic conditions worldwide resulting from the COVID-19 pandemic or other macro disruptions, including the likelihood or significance of continuing supply chain disruptions, and expectations on the Company’s business for the fiscal quarter ending September 30, 2022 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 Annual Report on Form 10-K for the year ended July 1, 2022. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to the Company 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.
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, and free cash flow, 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.
Definitions of the Company's non-GAAP financial measures are available in the Company's press release announcing earnings for the fiscal fourth quarter of 2022 which is available on the Company's website.
About Seagate
Seagate Technology crafts the datasphere, helping to maximize humanity’s potential by innovating world-class, precision-engineered mass-data storage and management solutions with a focus on sustainable partnerships. A global technology leader for more than 40 years, the company has shipped over three billion terabytes of data capacity. Learn more about Seagate by visiting www.seagate.com or following us on Twitter, Facebook, LinkedIn, YouTube, and subscribing to our blog.
© 2022 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.