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): July 19, 2007

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 309GT, Ugland House, South Church Street, George Town, Grand Cayman, 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):

¨ 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))

Item 8.01. Other Events.

On July 19, 2007, we issued a press release to report our financial results for the fiscal quarter ended June 29, 2007. A copy of that press release was attached as Exhibit 99.1 to our Current Report on Form 8-K, filed with the United States Securities and Exchange Commission (SEC) on July 19, 2007. The information contained in that Current Report on Form 8-K and the attached press release was “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

In order to be able to incorporate a portion of that information in our filings made pursuant to the Securities Act of 1933, as amended, we are filing as Exhibit 99.1 hereto a portion of the information contained in the July 19, 2007 Current Report on Form 8-K and attached press release, as well as portions of the information contained in an investor conference call on our earnings results that we held on July 19, 2007.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Selected portions of announcement, dated July 19, 2007, of Seagate Technology

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
Date: July 20, 2007	By:	/s/ WILLIAM L. HUDSON
	Name:	William L. Hudson
	Title:	Executive Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

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, including expected revenue, net income and diluted earnings per share, price and product competition, customer demand for our products, 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 and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond the company’s control. In particular, such risks and uncertainties include the impact of the variable demand and the aggressive pricing environment for disc drives; dependence on the Company’s ability to successfully qualify, manufacture and sell its disc drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly the new disc drive products with lower cost structures and those that address the 1.8-inch form factor; the impact of competitive product announcements and possible excess industry supply with respect to particular disc drive products, particularly now that there are no material limitations on disc drive component supply for our competitors; the impact of the acquisition of Maxtor on the company’s financial results, including, without limitation, due to charges associated with retention, integration, purchase accounting and other related transaction costs; and the possibility that the combination of Seagate and Maxtor will not provide the anticipated benefits to the combined company on the projected timeline, if at all. Information concerning additional 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 September 11, 2006 and in the company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on May 3, 2007. 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.

Quarterly Results

On July 19, 2007, Seagate reported revenue of $2.7 billion, net income of $541 million, and diluted net income per share of $0.96 for the quarter ended June 29, 2007. These financial results include approximately $27 million in accounting charges, other costs and related tax effects associated with recent acquisitions. These results compare to revenue of $2.5 billion, net income of $7 million and diluted net income per share of $0.01 in the year-ago quarter.

For the twelve months ended June 29, 2007, Seagate reported revenue of $11.4 billion, net income of $913 million and diluted net income per share of $1.56. These financial results include approximately $241 million in accounting charges, other costs and related tax effects associated with recent acquisitions and $19 million for the early retirement of the 8% notes. These results compare to revenue of $9.2 billion, net income of $840 million and diluted net income per share of $1.60 in the year-ago twelve-month period.

Net income for the quarter ended June 29, 2007 also includes the following non-operating items: a benefit of $359 million that reflects a favorable adjustment to the valuation allowance related to Seagate’s deferred tax assets; a charge of $29 million associated with ongoing restructuring; and a $4 million write-off of an equity investment that is reflected in other income and expense. The restructuring charge reflects costs associated with on-going expense reduction activities across the company. The adjustment to the valuation allowance did not impact our cash tax rate or cash paid for taxes as it is purely an accounting adjustment. Approximately $10 million of the restructuring charge is severance related and will be paid out in fiscal 2008.

Cash and Uses of Cash

Cash flow from operations was $373 million for the June 2007 quarter.

We made capital investments of $906 million during fiscal 2007, of which $218 million was invested in the June 2007 quarter. Based on the current customer requirements and planned equipment utilization, we expect our fiscal year 2008 capital investment to be approximately $900 million.

Inventory

Reported inventory as of June 29, 2007 was $794 million, a decrease of $38 million from the March 2007 quarter. Inventory turnover improved slightly to 10.8 turns primarily due to a reduction of $55 million in finished goods. These reductions more than offset an increase in the growth of precious metals inventory required to support our conversion to perpendicular based products.

Dividend and Stock Repurchases

The company has declared a quarterly dividend of $0.10 to be paid on or before August 17, 2007 to all common shareholders of record as of August 3, 2007.

During the quarter ended June 29, 2007, the company took delivery of 9.7 million of its common shares related to its share repurchase plan at an average price of $20.76. For the fiscal year ended June 29, 2007, the company took delivery of 61.9 million of its common shares related to its share repurchase plan at an average price of $24.62. The company has authorization to purchase approximately $975 million of additional shares under the current stock repurchase program.

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	June 29, 2007		June 30, 2006 (a)
ASSETS
Cash and cash equivalents	$	988	$	910
Short-term investments		156		823
Accounts receivable, net		1,383		1,445
Inventories		794		891
Deferred income taxes		196		48
Other current assets		284		216
Total Current Assets		3,801		4,333
Property, equipment and leasehold improvements, net		2,278		2,106
Goodwill		2,300		2,475
Other intangible assets		188		307
Deferred income taxes		574		33
Other assets, net		331		290
Total Assets	$	9,472	$	9,544
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	1,301	$	1,692
Accrued employee compensation		157		385
Accrued restructuring		21		210
Accrued expenses, other		765		648
Accrued income taxes		75		72
Current portion of long-term debt		330		330
Total Current Liabilities		2,649		3,337
Accrued restructuring		21		23
Other non-current liabilities		332		332
Long-term debt, less current portion		1,733		640
Total Liabilities		4,735		4,332
Shareholders’ Equity		4,737		5,212
Total Liabilities and Shareholders’ Equity	$	9,472	$	9,544

(a) The information in this column was derived from the Company’s audited consolidated balance sheet as of June 30, 2006.

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	Three Months Ended						Fiscal Year Ended
	June 29, 2007			June 30, 2006			June 29, 2007			June 30, 2006
Revenue	$	2,744		$	2,529		$	11,360		$	9,206
Cost of revenue		2,150			2,075			9,175			7,069
Product development		221			231			904			805
Marketing and administrative		143			144			589			447
Amortization of intangibles		13			7			49			7
Restructuring and other, net		29			—			29			4
Total operating expenses		2,556			2,457			10,746			8,332
Income from operations		188			72			614			874
Interest income		14			21			73			69
Interest expense		(33	)		(10	)		(141	)		(41	)
Other, net		2			—			15			22
Other income (expense), net		(17	)		11			(53	)		50
Income before income taxes		171			83			561			924
Provision for (benefit from) income taxes		(370	)		76			(352	)		84
Net income	$	541		$	7		$	913		$	840
Net income per share:
Basic	$	1.00		$	0.01		$	1.64		$	1.70
Diluted		0.96			0.01			1.56			1.60
Number of shares used in per share calculations:
Basic		539			532			558			495
Diluted		564			563			587			524

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Fiscal Year Ended
	June 29, 2007			June 30, 2006
OPERATING ACTIVITIES
Net income	$	913		$	840
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		851			612
Stock-based compensation		128			90
Deferred income taxes		(365	)		23
Allowance for doubtful accounts receivable		40			—
Redemption charges on 8% Senior Notes due 2009		19			—
In-process research and development		4			—
Tax benefit from stock options		—			(44	)
Other non-cash operating activities, net		36			12
Changes in operating assets and liabilities:
Current assets and liabilities		(781	)		(61	)
Other assets and liabilities		98			(15	)
Net cash provided by operating activities		943			1,457
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		(906	)		(1,008	)
Proceeds from sale of fixed assets		55			—
Purchases of short-term investments		(322	)		(3,220	)
Maturities and sales of short-term investments		997			3,528
Net cash and cash equivalents acquired from Maxtor Corporation		—			297
Acquisitions, net of cash acquired		(178	)		(28	)
Other investing activities, net		(48	)		(130	)
Net cash used in investing activities		(402	)		(561	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt		1,477			—
Repayment of long-term debt		(405	)		(340	)
Redemption premium on 8% Senior Notes due 2009		(16	)		—
Issuance of common shares for employee stock plans		219			118
Dividends to shareholders		(212	)		(155	)
Tax benefit from stock options		—			44
Repurchases of common stock		(1,526	)		(399	)
Net cash used in financing activities		(463	)		(732	)
Increase in cash and cash equivalents		78			164
Cash and cash equivalents at the beginning of the period		910			746
Cash and cash equivalents at the end of the period	$	988		$	910