The following is a discussion of the financial condition, changes in financial
condition and results of operations for our fiscal quarters ended December 30,
2022, September 30, 2022 and December 31, 2021, referred to herein as
the "December 2022 quarter," the "September 2022 quarter," and the "December
2021 quarter," respectively. We operate and report financial results on a fiscal
year of 52 or 53 weeks ending on the Friday closest to June 30. The December
2022 quarter, the September 2022 quarter and the December 2021 quarter were each
13 weeks.

You should read this discussion in conjunction with financial information and
related notes included elsewhere in this report. Unless the context indicates
otherwise, as used herein, the terms "we," "us," "Seagate," the "Company" and
"our" refer collectively to Seagate Technology Holdings plc, an Irish public
limited company, and its subsidiaries. References to "$" or "dollars" are to
United States dollars.

This Quarterly Report on Form 10-Q 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 historical fact. These statements may include, among other things, statements
about our plans, strategies and prospects; beliefs and assumptions of our
management; anticipated market demand for our products; shifts in technology;
estimates of industry growth; anticipated economic conditions worldwide;
expectations regarding the outcome of the U.S. Commerce Department's Bureau of
Industry and Security's inquiry and proposed charging letter; expectations
regarding our ability to effectively manage our cash liquidity position and debt
obligations, and comply with the covenants in our credit facilities; projections
regarding our cost savings and restructuring efforts; the sufficiency of our
sources of cash to meet cash needs for the next 12 months; and our expectations
regarding capital expenditures. Forward-looking statements generally can be
identified by words such as "expects," "intends," "plans," "anticipates,"
"believes," "estimates," "predicts," "projects," "may," "will," "will continue,"
"can," "could," or negative of these words, variations of these words and
comparable terminology. However, the absence of these words or similar
expressions does not mean that a statement is not forward-looking.
Forward-looking statements are based on information available to the Company as
of the date of this Quarterly Report on Form 10-Q and are subject to known and
unknown risks and uncertainties that could cause actual results, performance or
events to differ materially from historical experience and our present
expectations or projections. Therefore, undue reliance should not be placed on
forward-looking statements. These risks and uncertainties include, but are not
limited to, those set forth in "Part II, Item 1A. Risk Factors" in this
Quarterly Report on Form 10-Q. We undertake no obligation to update
forward-looking statements.

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

•Overview of the December 2022 quarter. Highlights of events in the December
2022 quarter that impacted our financial position.
•Results of Operations. Analysis of our financial results comparing the December
2022 quarter to the September 2022 quarter and the December 2021 quarter.
•Liquidity and Capital Resources. An analysis of changes in our balance sheet
and cash flows, and discussion of our financial condition including potential
sources of liquidity.
•Critical Accounting Policies. Accounting policies and estimates that we believe
are important to understanding the assumptions and judgments incorporated in our
reported financial results.

For an overview of our business, see "Part I, Item 1. Financial Statements-Note 1. Basis of Presentation and Summary of Significant Accounting Policies-Organization."

Overview of the December 2022 quarter



During the December 2022 quarter, we shipped 113 exabytes of HDD storage
capacity. We generated revenue of approximately $1.9 billion with a gross margin
of 13%. Our operating cash flow was $251 million and we paid $145 million in
dividends. We exchanged $964 million of certain senior notes with $750 million
of new senior notes and recorded a net gain of $204 million as the result of
debt extinguishment.

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Recent Development, Economic Conditions and Challenges



During the December 2022 quarter, the data storage industry and our business
continued to be impacted by macroeconomic headwinds. We continued to experience
broad-based delay in customers' purchase plans, particularly in the mass
capacity market, given overall macroeconomic slowdowns. The ongoing economic
slowdown in China due to the pandemic-related governmental lockdown measures, as
well as the negative impact from the higher inflationary pressures in the
consumer markets continued to impact our business during the December 2022
quarter. Additionally, our customers continued to experience demand disruptions,
resulting in demand variations across certain of our end markets. These
reductions in demand have required us to reduce manufacturing production plans,
incur order cancellation fees to terminate certain purchase commitments that
were made with our suppliers, recognize manufacturing underutilization charges
and accelerate depreciation of certain capital equipment that would not be
utilized as part of our operations. We expect these factors will continue to
impact our business and results of operations over the near-term.

Additionally, during the December 2022 quarter, our Board of Directors approved
and committed to the October 2022 Plan to reduce our cost structure to better
align our operational needs to current economic conditions while continuing to
support the long-term business strategy. The October 2022 Plan included reducing
our worldwide headcount by approximately 3,000 employees, or 8% of the global
workforce, along with other cost saving measures.

We continue to actively monitor the effects and potential impacts of the
macroeconomic conditions, pandemic and other factors on all aspects of our
business, supply chain, liquidity and capital resources. We are also actively
working on opportunities to lower our cost structure, drive further operational
efficiencies and maintain supply chain discipline including adjusting our
manufacturing production plans, annual capital expenditure plans and other
meaningful cost savings measures in response to these business conditions. For a
further discussion of the uncertainties and business risks associated with the
COVID-19 pandemic, see the section entitled "Risk Factors" in Part II, Item 1A
of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2022.


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Results of Operations



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

                                                                 For the Three Months Ended                                 For the Six Months Ended
                                                December 30,            September 30,           December 31,           December 30,           December 31,
(Dollars in millions)                               2022                    2022                    2021                   2022                   2021
Revenue                                       $    1,887              $        2,035          $       3,116          $       3,922          $       6,231

Cost of revenue                                    1,641                       1,553                  2,168                  3,194                  4,327
Gross profit                                         246                         482                    948                    728                  1,904
Product development                                  200                         234                    228                    434                    461
Marketing and administrative                         125                         129                    136                    254                    

269


Amortization of intangibles                            -                           3                      3                      3                      6
Restructuring and other, net                          81                           9                      1                     90                      2

(Loss) income from operations                       (160)                        107                    580                    (53)                 

1,166


Other income (expense), net                          122                         (80)                   (66)                    42                   

(119)


(Loss) income before income taxes                    (38)                         27                    514                    (11)                 

1,047


(Benefit from) provision for income
taxes                                                 (5)                         (2)                    13                     (7)                    20
Net (loss) income                             $      (33)             $           29          $         501          $          (4)         $       1,027


                                                                      For the Three Months Ended                                         For the Six Months Ended
                                                 December 30,             September 30,                December 31,              December 30,              December 31,
                                                     2022                      2022                        2021                      2022                      2021
Revenue                                                  100  %                       100  %                      100  %                  100  %                      100  %
Cost of revenue                                           87                           76                          70                      81                          69
Gross margin                                              13                           24                          30                      19                          31
Product development                                       11                           12                           7                      11                           8
Marketing and administrative                               7                            7                           4                       6                           4
Amortization of intangibles                                -                            -                           -                       -                           -
Restructuring and other, net                               4                            -                           -                       2                           -
Operating margin                                          (8)                           5                          19                      (1)                         19
Other income (expense), net                                6                           (4)                         (3)                      1                          (2)
(Loss) income before income taxes                         (2)                           1                          16                       -                          17
(Benefit from) provision for income
taxes                                                      -                            -                           -                       -                           -
Net (loss) income                                         (2) %                         1  %                       16  %                    -  %                       17  %


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Revenue



The following table summarizes information regarding consolidated revenues by
channel, geography and market and HDD exabytes shipped by market and price per
terabyte:

                                                             For the Three Months Ended                              For the Six Months Ended
                                              December 30,          September 30,          December 31,          December 30,          December 31,
                                                  2022                   2022                  2021                  2022                  2021
Revenues by Channel (%)
OEMs                                                  72  %                 76  %                  70  %                74  %                  72  %
Distributors                                          16  %                 15  %                  18  %                15  %                  17  %
Retailers                                             12  %                  9  %                  12  %                11  %                  11  %
Revenues by Geography (%) (1)
Asia Pacific                                          40  %                 39  %                  46  %                40  %                  48  %
Americas                                              45  %                 46  %                  38  %                46  %                  36  %
EMEA                                                  15  %                 15  %                  16  %                14  %                  16  %
Revenues by Market (%)
Mass capacity                                         66  %                 68  %                  66  %                67  %                  65  %
Legacy                                                22  %                 19  %                  25  %                21  %                  26  %
Other                                                 12  %                 13  %                   9  %                12  %                   9  %

HDD Exabytes Shipped by Market
Mass capacity                                         97                   104                    137                  201                    269
Legacy                                                16                    14                     26                   30                     53
Total                                                113                   118                    163                  231                    322

HDD Price per Terabyte                       $        15           $        15            $        17          $        15            $        18

_________________________________

(1) Revenue is attributed to geography based on bill from locations.



Revenue in the December 2022 quarter decreased by $148 million from the
September 2022 quarter primarily due to the decrease in exabytes shipped as a
result of lower market demand in mass capacity markets that were impacted by
macroeconomic conditions and pandemic-related headwinds, partially offset by
seasonal increase in legacy market exabytes shipped.

Revenue for the three and six months ended December 30, 2022 decreased by $1.2
billion and $2.3 billion from the three and six months ended December 31, 2021,
respectively, primarily due to the decrease in exabytes shipped as a result of
lower market demand in mass capacity and legacy markets that were impacted by
macroeconomic conditions and pandemic-related headwinds. We expect the
challenging macroeconomic environment and the pandemic-related impacts will
continue to persist into at least the third quarter of fiscal year 2023.

We maintain various sales incentive programs such as channel and OEM rebates.
Sales incentive programs were approximately 17% of gross revenue for the
December 2022 quarter, 18% for the September 2022 quarter and 14% for the
December 2021 quarter. Adjustments to revenues due to under or over accruals for
sales incentive programs related to revenues reported in prior quarterly periods
were less than 1% of quarterly gross revenue in all periods presented.
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Cost of Revenue and Gross Margin



                                                                      For the Three Months Ended                             For the Six Months Ended
                                                       December 30,          September 30,         December 31,         December 30,          December 31,
(Dollars in millions)                                      2022                  2022                  2021                 2022                  2021
Cost of revenue                                       $      1,641          $      1,553          $     2,168          $     3,194           $     4,327
Gross profit                                                   246                   482                  948                  728                 1,904
Gross margin                                                    13  %                 24  %                30  %                19  %                 31  %


Gross margin for the December 2022 quarter decreased compared to both the
September 2022 quarter and the December 2021 quarter primarily driven by $108
million of order cancellation fees, $79 million of factory underutilization
charges associated with lower production levels, price erosion and acceleration
of depreciation expense for certain capital equipment.

Gross margin for the six months ended December 30, 2022 decreased compared to
the six months ended December 31, 2021 primarily driven by $139 million of
factory underutilization charges associated with lower production levels and
pandemic-related lockdown in one of our factories, $108 million of order
cancellation fees, price erosion and acceleration of depreciation expense for
certain capital equipment.

In the December 2022 quarter, total warranty cost was 1.5% of revenue and
included an unfavorable change in estimates of prior warranty accruals of 0.7%
of revenue primarily due to changes to our estimated future product return
rates. Warranty cost related to new shipments was 0.7%, 0.6% and 0.7% of revenue
for the December 2022 quarter, September 2022 quarter and December 2021 quarter,
respectively.

Operating Expenses

                                                                      For the Three Months Ended                               For the Six Months Ended
                                                      December 30,         September 30,           December 31,           December 30,           December 31,
(Dollars in millions)                                     2022                 2022                    2021                   2022                   2021
Product development                                   $     200          $          234          $         228          $         434          $         461

Marketing and administrative                                125                     129                    136                    254                    269

Amortization of intangibles                                   -                       3                      3                      3                      6

Restructuring and other, net                                 81                       9                      1                     90                      2
Operating expenses                                    $     406          $          375          $         368          $         781          $         738


Product development expense. Product development expenses decreased by
$34 million in the December 2022 quarter compared to the September 2022 quarter
primarily due to a $22 million decrease in depreciation expense and a $12
million decrease in compensation and other employee benefits from the reduction
in headcount as a result of our October 2022 restructuring plan.

Product development expenses decreased by $28 million in the December 2022
quarter compared to the December 2021 quarter primarily due to an $18 million
decrease in variable compensation and related benefit expense, a $4 million
decrease in compensation and other employee benefits from the reduction in
headcount as a result of our October 2022 restructuring plan and a $4 million
decrease in materials expense.

Product development expenses decreased by $27 million for the six months ended
December 30, 2022 compared to the six months ended December 31, 2021 primarily
due to a $40 million decrease in variable compensation and related benefit
expense, a $3 million decrease in compensation and other employee benefits from
the reduction in headcount as a result of our October 2022 restructuring plan
and a $3 million decrease in equipment expense, partially offset by a $23
million increase in depreciation expense.

Marketing and administrative expense. Marketing and administrative expenses
decreased by $4 million in the December 2022 quarter compared to the September
2022 quarter primarily due to a $7 million recovery of an accounts receivable
previously written-off in prior years and a $4 million decrease in travel
expenses, partially offset by a $6 million increase in compensation and other
employee benefits as a result of increase in share-based compensation.

Marketing and administrative expenses decreased by $11 million in the December
2022 quarter compared to the December 2021 quarter primarily due to an $11
million decrease in variable compensation and related benefit expense and a $7
million recovery of an accounts receivable previously written-off in prior
years, partially offset by a $2 million increase in advertising costs.

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Marketing and administrative expenses decreased by $15 million for the six
months ended December 30, 2022 compared to the six months ended December 31,
2021 primarily due to a $24 million decrease in variable compensation and
related benefit expense and a $7 million recovery of an accounts receivable
previously written-off in prior years, partially offset by a $5 million increase
in travel expenses as a result of the easing of pandemic-related travel
restrictions in the prior quarter, a $4 million increase in advertising costs
and a $3 million increase in outside services expense.

Amortization of intangibles. Amortization of intangibles decreased by $3 million
in the December 2022 quarter compared to the September 2022 quarter and also for
the three and six months ended December 30, 2022 compared to the three and six
months ended December 31, 2021, due to certain intangible assets that reached
the end of their useful lives.

Restructuring and other, net. Restructuring and other, net for the three and six
months ended December 30, 2022 was $81 million and $90 million, respectively,
and primarily comprised of cost incurred related to the restructuring plan we
committed to on October 24, 2022 to reduce our workforce by approximately 3,000
employees to better align our operational needs to current macroeconomic
conditions while continuing to support the long-term business strategy.

Other Income (Expense), Net

                                                                      For the Three Months Ended                              For the Six Months Ended
                                                      December 30,         September 30,           December 31,          December 30,         December 

31,


(Dollars in millions)                                     2022                 2022                    2021                  2022                 2021
Other income (expense), net                           $     122          $          (80)         $         (66)         $        42          $       (119)


Other income (expense), net. Other income, net increased by $202 million for the
December 2022 quarter compared to the September 2022 quarter primarily due to a
$204 million net gain recognized from early redemption and extinguishment of
$964 million of debt from the July 2029 Notes, January 2031 Notes and July 2031
Notes in exchange with issuance of the new December 2032 Notes of $750 million.

Other income, net increased by $188 million for the December 2022 quarter
compared to the December 2021 quarter primarily due to a $204 million net gain
recognized from early redemption and extinguishment of $964 million of debt from
the July 2029 Notes, January 2031 Notes and July 2031 Notes in exchange with
issuance of the new December 2032 Notes of $750 million, partially offset by a
$14 million increase in interest expense.

Other income, net increased by $161 million for the six months ended
December 30, 2022 compared to the six months ended December 31, 2021 primarily
due to a $204 million net gain recognized from early redemption and
extinguishment of $964 million of debt from the July 2029 Notes, January 2031
Notes and July 2031 Notes in exchange with issuance of the new December 2032
Notes of $750 million, partially offset by a $26 million increase in interest
expense and a $7 million higher non-recurring gain from our strategic
investments in the prior comparable period.

Income Taxes

                                                                      For the Three Months Ended                              For the Six Months Ended
                                                      December 30,         

September 30, December 31, December 30, December 31, (Dollars in millions)

                                     2022                  2022                   2021                  2022                  2021
(Benefit from) provision for income taxes             $       (5)         $ 

(2) $ 13 $ (7) $ 20




We recorded income tax benefits of $5 million and $7 million for the three and
six months ended December 30, 2022, respectively. The discrete items in the
income tax provision were not material for the three months ended December 30,
2022. The income tax benefit for the six months ended December 30, 2022 included
approximately $5 million of net discrete tax benefit, primarily associated with
the excess tax benefits related to share-based compensation expense.

On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA") was enacted
into U.S. law. The legislation includes a new corporate alternative minimum tax
(the "CAMT") of 15% on the adjusted financial statement income ("AFSI") of
corporations with average AFSI exceeding $1.0 billion over a three-year period.
The CAMT is effective for us beginning in fiscal year 2024. We assessed the
potential impact of the CAMT and do not expect to have a material impact to our
financial statements or results of operations.

During the six months ended December 30, 2022, our unrecognized tax benefits
excluding interest and penalties decreased by approximately $4 million to $110
million, substantially all of which would impact the effective tax rate, if
recognized, subject to certain future valuation allowance reversals. We do not
expect material changes to our unrecognized tax benefits in the next twelve
months beginning December 31, 2022.

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We recorded income tax provisions of $13 million and $20 million for the three
and six months ended December 31, 2021. The discrete items in the income tax
provision were not material for the three months ended December 31, 2021. The
income tax provision for the six months ended December 31, 2021 included
approximately $9 million of net discrete tax benefit, primarily associated with
net excess tax benefits related to share-based compensation expense.

Our income tax provision recorded for the three and six months ended
December 30, 2022 and December 31, 2021 differed from the provision for income
taxes that would be derived by applying the Irish statutory rate of 25% to
income before income taxes, primarily due to the net effect of tax benefits
related to (i) non-Irish earnings generated in jurisdictions that are subject to
tax incentive programs and are considered indefinitely reinvested outside of
Ireland and (ii) current year generation of research credits.

Liquidity and Capital Resources



The following sections discuss our principal liquidity requirements, as well as
our sources and uses of cash and our liquidity and capital resources. Our cash
and cash equivalents are maintained in investments with remaining maturities of
90 days or less at the time of purchase. The principal objectives of our
investment policy are the preservation of principal and maintenance of
liquidity. We believe our cash equivalents are liquid and accessible. We operate
in some countries that have restrictive regulations over the movement of cash
and/or foreign exchange across their borders. However, we believe our sources of
cash will continue to be sufficient to fund our operations and meet our cash
requirements for the next 12 months. Although there can be no assurance, we
believe that our financial resources, along with controlling our costs and
capital expenditures, will allow us to manage the ongoing impacts of
macroeconomic and pandemic-related headwinds including higher inflationary
pressures, inventory adjustments by our customers and the overall market demand
disruptions on our business operations for the foreseeable future. However, some
challenges to our industry and to our business continue to remain uncertain and
cannot be predicted at this time. Consequently, we will continue to evaluate our
financial position in light of future developments, particularly those relating
to the global economic factors and the pandemic.

We are not aware of any downgrades, losses or other significant deterioration in
the fair value of our cash equivalents from the values reported as of
December 30, 2022.

Cash and Cash Equivalents

                                December 30,       July 1,
(Dollars in millions)               2022             2022        Change
Cash and cash equivalents      $         770      $    615      $  155


Our cash and cash equivalents as of December 30, 2022 increased by $155 million
from July 1, 2022 primarily as a result of net proceeds of $600 million from the
issuance of long-term debt and net cash of $496 million provided by operating
activities partially offset by the repurchases of our ordinary shares of $408
million, dividends paid to our shareholders of $292 million and payments for
capital expenditures of $212 million.

Cash Provided by Operating Activities

Cash provided by operating activities for the six months ended December 30, 2022 was $496 million and includes the effects of net loss adjusted for non-cash items including depreciation, amortization, share-based compensation and:



•a decrease of $692 million in accounts receivable, primarily due to lower
revenue and timing of collections;
•a decrease of $371 million in inventories, primarily due to a decrease in units
built to align with the prevailing demand environment;
•an increase of $110 million cash proceeds received from the settlement of
certain interest rate swap agreements; partially offset by
•a decrease of $919 million in accounts payable, primarily due to a decrease in
materials purchased; and
•a decrease of $145 million in accrued employee compensation, primarily due to
cash paid to our employees as part of our discretionary spending plans.
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Cash Used in Investing Activities



Cash used in investing activities for the six months ended December 30, 2022 was
$210 million, primarily attributable to payments for the purchase of property,
equipment and leasehold improvements.

Cash Provided by Financing Activities

Net cash used in financing activities of $131 million for the six months ended December 30, 2022 was primarily attributable to the following activities:

•$408 million in payments for repurchases of our ordinary shares; and •$292 million in dividend payments; partially offset by •$600 million in net proceeds from the issuance of Term Loan A3.

Liquidity Sources



Our primary sources of liquidity as of December 30, 2022 consist of: (1)
approximately $770 million in cash and cash equivalents, (2) cash we expect to
generate from operations and (3) $1.75 billion available for borrowing under our
Revolving Credit Facility, which is part of the Credit Agreement.

As of December 30, 2022, no borrowings (including swing line loans) were
outstanding and no commitments were utilized for letters of credit issued under
the Revolving Credit Facility. The Revolving Credit Facility is available for
borrowings, subject to compliance with financial covenants and other customary
conditions to borrowing.

The Credit Agreement includes three financial covenants: (1) interest coverage
ratio, (2) total leverage ratio and (3) a minimum liquidity amount. The term of
the Revolving Credit Facility is through October 14, 2026. As of December 30,
2022, we were in compliance with all of the covenants under our debt agreements.
On November 8, 2022, we entered into the Seventh Amendment to our Credit
Agreement to increase the maximum permitted total leverage ratio we must comply
with during the covenant relief period which ends on June 28, 2024. We continue
to evaluate our debt portfolio and structure to comply with our financial debt
covenants.

We believe that our sources of cash will be sufficient to fund our operations
and meet our cash requirements for at least the next 12 months. Our ability to
fund liquidity requirements beyond 12 months will depend on our future cash
flows, which are determined by future operating performance, and therefore,
subject to prevailing global macroeconomic conditions and financial, business
and other factors, some of which are beyond our control. For additional
information on risks and factors that could impact our ability to fund our
operations and meet our cash requirements, including the pandemic, among others,
see "Part II, Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q.

Cash Requirements and Commitments



Our liquidity requirements are primarily to meet our working capital, product
development and capital expenditure needs, to fund scheduled payments of
principal and interest on our indebtedness and to fund our quarterly dividend
and any future strategic investments. As of December 30, 2022, our contractual
cash requirements have not changed materially since our Annual Report on Form
10-K for the fiscal year ended July 1, 2022, except for the purchase
obligations, long-term debt obligations and restructuring.

Purchase obligations



Purchase obligations are defined as contractual obligations for the purchase of
goods or services, which are enforceable and legally binding on us, and that
specify all significant terms. From time to time, we enter into long-term,
non-cancelable purchase commitments or make large up-front investments with
certain suppliers in order to secure certain components or technologies for the
production of our products or to supplement our internal manufacturing capacity
for certain components. As of December 30, 2022, we had unconditional purchase
obligations of approximately $4.3 billion primarily related to purchases of
inventory components with our suppliers. We expect $1.2 billion of these
commitments to be paid during the remainder of fiscal year 2023.

During the December 2022 quarter, we recorded order cancellation fees of $108
million to terminate certain purchase commitments related to purchase of
inventory component and equipment. We expect these amounts to be paid within one
year.




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Long-term debt and interest payments on debt



On August 18, 2022, we amended our credit agreement and borrowed a new Term Loan
A3 in the aggregate principal amount of $600 million. Term Loan A3 bears
interest at a rate of SOFR plus a variable margin of 1.25% to 2.5%, in each case
with such margin being determined based on the corporate credit rating of the
Borrower or one of its parent entities. Term Loan A3 is repayable in quarterly
installments beginning on December 31, 2022 and is scheduled to mature on July
30, 2027.

On November 30, 2022, the Company completed an exchange offer in which $964
million principal amount in aggregate of the July 2029 Notes, January 2031 Notes
and July 2031 Notes were exchanged for $750 million principal amount of 9.625%
Senior Notes due on December 1, 2032. The exchange was accounted for as a debt
extinguishment and resulted in a net gain of $204 million.

As of December 30, 2022, the future principal payment obligation on our
long-term debt was $6.1 billion, of which $636 million will mature within one
year. As of December 30, 2022, future interest payments on this outstanding debt
is estimated to be approximately $1.9 billion, of which $282 million is expected
to be paid within one year. From time to time, we may repurchase any of our
outstanding senior notes in open market or privately negotiated purchases or
otherwise, or we may repurchase outstanding senior notes pursuant to the terms
of the applicable indenture. Refer to "Item 1. Financial Statements-Note 3.
Debt" for more details.

Restructuring



On October 24, 2022, our Board of Directors approved and committed to the
October 2022 Plan to reduce its cost structure to better align our operational
needs to current economic conditions while continuing to support the long-term
business strategy. The October 2022 Plan includes reducing our worldwide
headcount by approximately 3,000 employees, or 8% of the global workforce, along
with other cost saving measures. During the December 2022 quarter, we recorded
restructuring charges of $81 million, primarily related to the October 2022
Plan, and made cash payments of $34 million for all active restructuring plans.

As of December 30, 2022, the future cash payments related to the Company's remaining active restructuring plans were $57 million, of which $54 million is expected to be paid during the remainder of fiscal year 2023 and $3 million thereafter.

Dividends



During the December 2022 quarter, our Board of Directors declared dividends of
$0.70 per share, totaling $145 million, which was paid on January 5, 2022. On
January 25, 2023, our Board of Directors declared a quarterly cash dividend of
$0.70 per share, payable on April 6, 2023 to shareholders of record at the close
of business on March 22, 2023. Our ability to pay dividends in the future will
be subject to, among other things, general business conditions within the data
storage industry, our financial results, the impact of paying dividends on our
credit ratings and legal and contractual restrictions on the payment of
dividends by our subsidiaries to us or by us to our ordinary shareholders,
including restrictions imposed by covenants on our debt instruments.

Share repurchases



From time to time, at the Company's discretion, we may repurchase any of our
outstanding ordinary shares through private, open market, or broker-assisted
purchases, tender offers, or other means, including through the use of
derivative transactions. As of December 30, 2022, $1.9 billion remained
available for repurchase under our existing repurchase authorization limit. We
may limit or terminate the repurchase program at any time. All repurchases are
effected as redemptions in accordance with our Constitution.

Other



For fiscal year 2023, we expect capital expenditures to be below our long-term
targeted range of 4% to 6% of revenue. We require substantial amounts of cash to
fund any increased working capital requirements, future capital expenditures,
scheduled payments of principal and interest on our indebtedness and payments of
dividends. We will continue to evaluate and manage the retirement and
replacement of existing debt and associated obligations, including evaluating
the issuance of new debt securities, exchanging existing debt securities for
other debt securities and retiring debt pursuant to privately negotiated
transactions, open market purchases, tender offers or other means or otherwise.
In addition, we may selectively pursue strategic alliances, acquisitions, joint
ventures and investments, which may require additional capital.

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Table of Contents

Critical Accounting Policies



Our discussion and analysis of financial condition and results of operations are
based upon our condensed consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The
preparation of such statements requires us to make estimates and assumptions
that affect the reported amounts of revenues and expenses during the reporting
period and the reported amounts of assets and liabilities as of the date of the
financial statements. Our estimates are based on historical experience and other
assumptions that we consider to be appropriate in the circumstances. However,
actual future results may vary from our estimates.

Other than as described in "Part I, Item 1. Financial Statements-Note 1. Basis
of Presentation and Summary of Significant Accounting Policies", there have been
no other material changes in our critical accounting policies and estimates.
Refer to "Part II, Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K for the
fiscal year ended July 1, 2022, as filed with the SEC on August 5, 2022, for a
discussion of our critical accounting policies and estimates.

Recent Accounting Pronouncements

See "Part I, Item 1. Financial Statements-Note 1. Basis of Presentation and Summary of Significant Accounting Policies" for information regarding the effect of new accounting pronouncements on our financial statements.

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