8-K

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): January 20, 2010

SEAGATE TECHNOLOGY

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-31560	98-0355609
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands	NA
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code: (345) 949-8066

NA

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 2.02Results of Operations and Financial Condition.

On January 20, 2010, Seagate Technology (or the “Company”) issued a press release to report its financial results for the fiscal quarter ended January 1, 2010.  A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information contained in this report and the attached press release is “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01       Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit No.	Description
99.1	Press release, dated January 20, 2010, of Seagate Technology entitled “Seagate Technology Reports Fiscal Second Quarter 2010 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements related to the Company’s future operating and financial performance in the March 2010 quarter, and thereafter, and include statements regarding expected revenue, gross margin, customer demand for disk drives and general market conditions. These forward-looking statements are based on information available to Seagate as of the date of this Current Report. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control. In particular, the present global economic environment conditions may pose a risk to the Company’s operating and financial performance as consumers and businesses defer purchases in response to financial conditions. Such risks and uncertainties also include the impact of the variable demand, particularly in view of current business and economic conditions; dependence on the Company’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; and the Company’s ability to achieve projected cost savings. 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 as filed with the U.S. Securities and Exchange Commission on August 19, 2009 and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on November 4, 2009, which statements are incorporated into this Current Report by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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SIGNATURE

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

	SEAGATE TECHNOLOGY
	By:	/s/ PATRICK J. O’MALLEY
	Name:	Patrick J. O’Malley
	Title:	Executive Vice President and Chief Financial Officer
Date: January 20, 2010

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EX-99.1

Exhibit 99.1

	Media Relations Contact:
	Brian Ziel (831.439.5429)
Press Release	brian.ziel@seagate.com
	Investor Relations Contact:
	Rod Cooper (831.439.2371)
	rod.j.cooper@seagate.com

SEAGATE TECHNOLOGY REPORTS FISCAL SECOND QUARTER
2010 FINANCIAL RESULTS

-  Quarterly revenue of $3 billion, net income of $533 million
and record unit shipments of 49.9 million

SCOTTS VALLEY, CA – January 20, 2010 – Seagate Technology (NASDAQ: STX) today reported financial results for the quarter ended January 1, 2010 of 49.9 million disk drive unit shipments, revenue of $3.03 billion, gross margin of 30.5%, net income of $533 million and diluted earnings per share of $1.03. The financial results for the quarter include $10 million of purchased intangibles amortization expense or approximately $0.02 per diluted share.

For the six months ended January 1, 2010 the company reported 96.2 million disk drive unit shipments, revenue of $5.69 billion, gross margin of 27.7%, net income of $712 million and diluted earnings per share of $1.38. The financial results for the six months ended January 1, 2010 include $20 million of purchased intangibles amortization expense, $46 million of restructuring costs and a write down of long-lived assets of $64 million. The aggregate impact of these expense items is $130 million or approximately $0.25 per diluted share.

“Our strong financial performance in the December quarter was the result of our ongoing progress in driving operational efficiencies, our leadership position in high capacity, high performance products, an improved product mix and the overall strength of demand for digital storage,” said Steve Luczo, Seagate CEO.

Additional information relating to the financial results for the fiscal second quarter of 2010 can be found online at seagate.com.

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Conference Call

Seagate will hold a conference call to review the second quarter results at 2:00 p.m. Pacific Time today. During today’s conference call, the company will provide an outlook for its third fiscal quarter of 2010, including key underlying assumptions.

The conference call can be accessed online at seagate.com or by phone as follows:

USA: (800) 713-8562

International: (617) 597-5310

Participant Passcode: 79349419

Replay

A replay will be available beginning today at 6:00 p.m. Pacific Time. The replay can be accessed from seagate.com.

About Seagate

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

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements related to the Company’s future operating and financial performance in the March 2010 quarter, and thereafter, and include statements regarding expected revenue, gross margin, customer demand for disk drives and general market conditions. These forward-looking statements are based on information available to Seagate as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control. In particular, the present global economic environment conditions may pose a risk to the Company’s operating and financial performance as consumers and businesses defer purchases in response to financial conditions. Such risks and uncertainties also include the impact of the variable demand, particularly in view of current business and economic conditions; dependence on Seagate’s ability to successfully qualify, manufacture and sell its disk drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disk drive products with lower cost structures; the impact of competitive product announcements; and the Company’s ability to achieve projected cost savings. 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 as filed with the U.S. Securities and Exchange Commission on August 19, 2009 and in the Company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on November 4, 2009, 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 Seagate undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

# # #

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SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	January 1, 2010		July 3, 2009 (a)
ASSETS
Cash and cash equivalents	$	1,891	$	1,427
Short-term investments	201		114
Restricted cash and investments	118		508
Accounts receivable, net	1,333		1,033
Inventories	645		587
Deferred income taxes	99		97
Other current assets	594		528
Total Current Assets	4,881		4,294
Property, equipment and leasehold improvements, net	1,983		2,229
Deferred income taxes	364		372
Other assets, net	160		192
Total Assets	$	7,388	$	7,087
LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term borrowings	$	15	$	350
Accounts payable	1,810		1,573
Accrued employee compensation	207		144
Accrued warranty	200		213
Accrued expenses	467		483
Accrued income taxes	13		10
Current portion of long-term debt	81		421
Total Current Liabilities	2,793		3,194
Long-term accrued warranty	201		224
Long-term accrued income taxes	63		69
Other non-current liabilities	101		120
Long-term debt, less current portion	1,895		1,926
Total Liabilities	5,053		5,533
Shareholders’ Equity	2,335		1,554
Total Liabilities and Shareholders’ Equity	$	7,388	$	7,087

(a)As adjusted due to changes to the accounting for convertible debt instruments implemented in the first quarter of fiscal year 2010.

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SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	January 1,2010			January 2,2009 (a)			January 1,2010			January 2,2009 (a)
Revenue	$	3,027		$	2,270		$	5,690		$	5,302
Cost of revenue	2,104			1,954			4,114			4,460
Product development	227			235			434			495
Marketing and administrative	110			142			217			290
Amortization of intangibles	8			14			16			28
Restructuring and other, net	—			78			46			101
Impairment of goodwill and other long-lived assets	—			2,320			64			2,320
Total operating expenses	2,449			4,743			4,891			7,694
Income (loss) from operations	578			(2,473		)	799			(2,392		)
Interest income	1			5			2			12
Interest expense	(41		)	(32		)	(87		)	(65		)
Other, net	(11		)	(8		)	(7		)	(22		)
Other income (expense), net	(51		)	(35		)	(92		)	(75		)
Income (loss) before income taxes	527			(2,508		)	707			(2,467		)
Provision for (benefit from) income taxes	(6		)	316			(5		)	300
Net income (loss)	$	533		$	(2,824	)	$	712		$	(2,767	)
Net income (loss) per share:
Basic	$	1.07		$	(5.80	)	$	1.43		$	(5.69	)
Diluted	1.03			(5.80		)	1.38			(5.69		)
Number of shares used in per share calculations:
Basic	498			487			496			486
Diluted	520			487			518			486

(a)As adjusted due to changes to the accounting for convertible debt instruments implemented in the first quarter of fiscal year 2010.

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SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	For the Six Months Ended
	January 1, 2010			January 2, 2009 (a)
OPERATING ACTIVITIES
Net income (loss)	$	712		$	(2,767	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	396			481
Stock-based compensation	25			53
Impairment of goodwill and other long-lived assets	64			2,320
Deferred income taxes	6			305
Other non-cash operating activities, net	22			(8		)
Changes in operating assets and liabilities:
Accounts receivable	(300		)	368
Inventories	(58		)	149
Accounts payable	229			(282		)
Accrued employee compensation	63			(284		)
Accrued expenses and warranty	(90		)	(105		)
Other assets and liabilities	(38		)	162
Net cash provided by (used in) operating activities	1,031			392
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements	(192		)	(494		)
Purchases of short-term investments	(190		)	(116		)
Maturities and sales of short-term investments	101			120
Decrease in restricted cash and investments	11			—
Proceeds from sale of investment in equity securities	—			11
Other investing activities, net	(3		)	4
Net cash provided by (used in) investing activities	(273		)	(475		)
FINANCING ACTIVITIES
Proceeds from short-term borrowings	15			350
Repayment of short-term borrowings	(350		)	—
Repayment of long-term debt	(380		)	(15		)
Decrease in restricted cash and investments	379			—
Proceeds from exercise of employee stock options and employee stock purchase plan	42			36
Dividends to shareholders	—			(117		)
Net cash provided by (used in) financing activities	(294		)	254
Increase (decrease) in cash and cash equivalents	464			171
Cash and cash equivalents at the beginning of the period	1,427			990
Cash and cash equivalents at the end of the period	$	1,891		$	1,161

(a)As adjusted due to changes to the accounting for convertible debt instruments implemented in the first quarter of fiscal year 2010.

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