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): October 16, 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 2.02. Results of Operations and Financial Condition

On October 16, 2007, we issued a press release to report our financial results for the fiscal quarter ended September 28, 2007. 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.

Use of Non-GAAP Financial Measures

Our results of operations have undergone significant change in the past year, most significantly in connection with our acquisition of Maxtor. To help the readers of our condensed consolidated financial statements prepared on a GAAP basis better understand our past financial performance and our expectations of our future results, in Exhibit 99.1 hereto, we supplementally disclosed, after making certain non-GAAP adjustments, non-GAAP net income and non-GAAP diluted net income per share on a historical basis, as well as forecasts of these non-GAAP financial measures for future periods. These non-GAAP financial measures are not prepared or presented in accordance with, or an alternative for, GAAP measures, and are not based on any comprehensive set of accounting rules or principles. The GAAP measure most directly comparable to (i) non-GAAP net income is net income and (ii) non-GAAP diluted net income per share is diluted net income per share. Reconciliations of each of these non-GAAP financial measures to GAAP information are included in Exhibit 99.1 hereto. This additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for net income or diluted net income per share prepared in accordance with GAAP. You should not compare our non-GAAP net income or non-GAAP net income per share results with those of other companies, as the adjustments made to our GAAP results are unique to Seagate.

These non-GAAP financial measures are among the primary factors management uses in internal planning, budgeting, calculating bonus payments and forecasting future periods. An explanation of the ways in which our board of directors and management use these non-GAAP financial measures to evaluate the business, the substance behind our management’s decision to use these non-GAAP financial measures, the material limitations associated with the use of these non-GAAP financial measures, the manner in which Seagate management compensates for those limitations, and the substantive reasons why we believe that these non-GAAP financial measures provide useful information to investors are set forth below.

Use and Economic Substance of Non-GAAP Financial Measures Used by Seagate

Non-GAAP net income and non-GAAP diluted net income per share consist of net income or diluted net income per share, excluding charges relating to the acquisitions of Maxtor and EVault, which include: amortization of purchased intangible assets; stock-based compensation expense related to the acquisition of Maxtor; and the tax impact, where applicable, associated with the excluded adjustments. Our management uses these non-GAAP financial measures for purposes of evaluating our historical and prospective financial performance, as well as our performance relative to our competitors. We believe that excluding those items mentioned above in these non-GAAP financial measures allows our board of directors, management, investors, analysts and other interested parties to better understand Seagate’s consolidated financial performance in relationship to the operating results, as management does not believe that the excluded items are reflective of our ongoing core operating results and business outlook and that excluding these items allows us to better understand and analyze trends in our business. These reasons provide the basis for management’s belief that the measures are useful. More specifically, our management excludes each of those items mentioned above for the following reasons:

• Charges relating to acquisitions. We have adjusted our GAAP net income and diluted net income per share to exclude the impacts of the acquisition of Maxtor, and to a lesser extent, certain impacts associated with the acquisition of EVault, which impacts we expect will disappear within a finite period:

• Amortization of purchased intangible assets. Charges relating to the amortization of intangibles acquired in the Maxtor and EVault acquisitions are non-cash in nature, are inconsistent in amount and frequency, and have no direct correlation to Seagate’s ongoing operating results. We exclude these charges for purposes of calculating these non-GAAP financial measures to facilitate a more meaningful evaluation of our current operating results and comparisons to our past operating performance; and

• Stock-based compensation expense. These non-cash charges relate to the amortization of unearned compensation as a result of assuming unvested Maxtor employee stock options and nonvested shares and are not reflective of our ongoing operating results.

• Income tax effect of non-GAAP adjustments. This amount represents the tax effects, where applicable, associated with the excluded non-GAAP adjustments.

Material Limitations Associated with Use of Non-GAAP Financial Measures

The non-GAAP financial measures that we present may have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations in relying on these non-GAAP financial measures are:

• Items such as amortization of intangible assets, though not directly affecting our cash position, represent the loss in value of intangible assets over time. The expense associated with this loss in value is not included in non-GAAP net income and non-GAAP diluted net income per share and therefore does not reflect the full economic effect of the loss in value of those intangible assets.

• While we make adjustments to net income and diluted net income per share for items that we believe are not reflective of our operating performance and that we believe are non-recurring in nature, no assurance may be given that we will not incur similar costs in the future.

• Other companies may calculate non-GAAP net income and non-GAAP diluted net income per share differently than we do, limiting the usefulness of those measures for comparative purposes.

Compensation for Limitations Associated with Use of Non-GAAP Financial Measures

We compensate for the limitations on our use of non-GAAP net income and non-GAAP diluted net income per share by preparing our financial statements on a GAAP basis to gain a complete picture of our business. Our non-GAAP financial measures focus only upon our core business that management believes it can directly effect or exercise influence over. Thus, these non-GAAP financial measures only represent a limited reflection of a subset, albeit a critical one, of the business that the management considers it can control and change from period to period. Additionally, we provide detailed reconciliations to the most directly comparable GAAP measures within this press release at Exhibit 99.1 hereto and in other written materials that include these non-GAAP measures. We encourage investors to carefully review those reconciliations. This additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for net income or diluted net income per share prepared in accordance with GAAP. You should not compare our non-GAAP net income or non-GAAP diluted net income per share results with those of other companies, as the adjustments made to our GAAP results are unique to Seagate.

The Substantive Reasons why Management Believes the Non-GAAP Financial Measures Provide Useful Information to Investors

We believe that providing non-GAAP net income and non-GAAP diluted net income per share to investors in addition to the related GAAP measures provides investors with greater transparency to the information used by our management in our financial and operational decision-making and allows investors to see our results “through the eyes” of management. We further believe that providing this information better enables our investors to understand our operating performance and to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. Investors are encouraged to review the reconciliation of our non-GAAP financial measures to the comparable GAAP results, which is attached to our quarterly earnings release and which can be found, along with other financial information, on the investor relations page of our Web site at http://www.seagate.com/www/en-us/about/investor_relations/.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 16, 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: October 16, 2007	By:	/s/ WILLIAM L. HUDSON
	Name:	William L. Hudson
	Title:	Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

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

SEAGATE TECHNOLOGY REPORTS FISCAL FIRST QUARTER 2008 RESULTS

– Quarterly revenue grows 18% year-over-year

– Ships 47 million units for the quarter, up 21% year-over-year

SCOTTS VALLEY, CA – October 16, 2007 – Seagate Technology (NYSE: STX) today reported disc drive unit shipments of 47 million, revenue of $3.3 billion, GAAP net income of $355 million, and diluted net income per share of $0.64 for the quarter ended September 28, 2007. GAAP net income and diluted net income per share includes approximately $30 million of purchased intangibles amortization and other charges associated with the Maxtor and EVault acquisitions. Excluding these charges, non-GAAP net income and diluted net income per share were $385 million and $0.69. Included in both GAAP and non-GAAP results are restructuring charges of approximately $5 million or approximately $0.01 per share.

“Our strong performance in the quarter reflects favorable industry conditions as well as the competitive strength of Seagate’s unique platform and commitment to innovation,” said Bill Watkins, Seagate chief executive officer. “The first fiscal quarter has historically been a strong one for Seagate, and this year, we benefited from unit demand greater than expected. We believe we are well positioned to continue driving year-over-year revenue growth, and these record quarterly results demonstrate the effectiveness of Seagate’s business model.”

Adjustments made to GAAP net income and diluted net income per share can be found with the financial statements included with this press release. Additional information relating to the financial results for the first fiscal quarter of 2008 can be found online at seagate.com.

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Seagate Technology Reports Fiscal First Quarter 2008 Results

Business Outlook

For the December quarter, Seagate expects to report revenue of $3.4 – $3.5 billion, and GAAP diluted net income per share of $0.66 – $0.70. Excluding approximately $26 million of purchased intangibles amortization and other charges associated with the Maxtor and EVault acquisitions, non-GAAP diluted net income per share for the December quarter is expected to fall within the range of $0.71 – $0.75.

This guidance does not include the impact of any future acquisitions, stock repurchases or restructuring activities the company may undertake.

Dividend and Stock Repurchase

The company has declared a quarterly dividend of $0.10 per share to be paid on or before November 16, 2007 to all common shareholders of record as of November 2, 2007.

During the quarter ended September 28, 2007, the company took delivery of approximately 10.3 million of its common shares related to its share repurchase plan. The average price of the shares delivered to the company in the June quarter was $24.27. The company has authorization to purchase approximately $725 million of additional shares under the current stock repurchase program.

Conference Call

Seagate will hold a conference call to review the fiscal first quarter results at 2:30 p.m. Pacific Time today. The conference call can be accessed online at seagate.com or by phone as follows:

USA: (877) 223-6202

International: (706) 679-3742

Conference ID: 19682090

Replay

A replay will be available beginning today at 6:30 p.m. Pacific Time through October 23 at 8:59 p.m. Pacific Time. The replay can be accessed from seagate.com or by phone as follows:

USA: (800) 642-1687

International: (706) 645-9291

Conference ID: 19682090

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Seagate Technology Reports Fiscal First Quarter 2008 Results

Podcast

A podcast featuring Brian Dexheimer discussing Seagate’s performance during the quarter and the outlook going forward can be heard and downloaded from http://www.podtech.net/seagate beginning at 2:30 p.m. Pacific Time.

About Seagate

Seagate is the worldwide leader in the design, manufacture and marketing of hard disc drives, providing products for a wide-range of applications, including Enterprise, Desktop, Mobile Computing, Consumer Electronics and Branded Solutions. Seagate’s business model leverages technology leadership and world-class manufacturing to deliver industry-leading innovation and quality to its global customers, and to be the low cost producer in all markets in which it participates. The company is committed to providing award-winning products, customer support and reliability to meet the world’s growing demand for information storage. Seagate can be found around the globe and at www.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, including expected revenue, net income and diluted earnings per share (presented on a GAAP basis as well as on a non-GAAP adjusted basis), 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 press release. 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 Seagate’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 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. 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 August 27, 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.

# # #

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Seagate Technology Reports Fiscal First Quarter 2008 Results

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	September 28, 2007		June 29,     2007 (a)
ASSETS
Cash and cash equivalents	$	1,263	$	988
Short-term investments		235		156
Accounts receivable, net		1,519		1,383
Inventories		763		794
Deferred income taxes		215		196
Other current assets		354		284
Total Current Assets		4,349		3,801
Property, equipment and leasehold improvements, net		2,246		2,278
Goodwill		2,327		2,300
Other intangible assets		169		188
Deferred income taxes		678		574
Other assets, net		296		331
Total Assets	$	10,065	$	9,472
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	1,551	$	1,301
Accrued employee compensation		232		157
Accrued expenses, other		739		786
Accrued income taxes		11		75
Current portion of long-term debt		330		330
Total Current Liabilities		2,863		2,649
Other non-current liabilities		363		353
Long-term accrued income taxes		225		—
Long-term debt, less current portion		1,734		1,733
Total Liabilities		5,185		4,735
Shareholders’ Equity		4,880		4,737
Total Liabilities and Shareholders’ Equity	$	10,065	$	9,472

(a) The information in this column was derived from the Company’s audited consolidated balance sheet as of June 29, 2007.

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Seagate Technology Reports Fiscal First Quarter 2008 Results

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended
	September 28, 2007			September 29, 2006
Revenue	$	3,285		$	2,793
Cost of revenue		2,476			2,351
Product development		242			243
Marketing and administrative		153			180
Amortization of intangibles		13			11
Restructuring, net		5			(4	)
Total operating expenses		2,889			2,781
Income from operations		396			12
Interest income		16			19
Interest expense		(32	)		(20	)
Other, net		(5	)		3
Other income (expense), net		(21	)		2
Income before income taxes		375			14
Provision for (benefit from) income taxes		20			(5	)
Net income	$	355		$	19
Net income per share:
Basic	$	0.67		$	0.03
Diluted		0.64			0.03
Number of shares used in per share calculations:
Basic		531			576
Diluted		560			602

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Seagate Technology Reports Fiscal First Quarter 2008 Results

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	For the Three Months Ended
	September 28, 2007			September 29, 2006
OPERATING ACTIVITIES
Net income	$	355		$	19
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		205			199
Stock-based compensation		29			38
Allowance for doubtful accounts receivable		(3	)		40
Other non-cash operating activities, net		18			(4	)
Changes in operating assets and liabilities:
Current assets and liabilities		144			(459	)
Other assets and liabilities		6			(14	)
Net cash provided by (used in) operating activities		754			(181	)
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		(150	)		(227	)
Purchases of short-term investments		(198	)		(305	)
Maturities and sales of short-term investments		119			335
Acquisitions, net of cash acquired		(6	)		—
Other investing activities, net		(3	)		(6	)
Net cash used in investing activities		(238	)		(203	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt		—			1,477
Proceeds from exercise of employee stock options and employee stock purchase plan		62			49
Dividends to shareholders		(54	)		(46	)
Repurchases of common stock		(249	)		(150	)
Net cash (used in) provided by financing activities		(241	)		1,330
Increase in cash and cash equivalents		275			946
Cash and cash equivalents at the beginning of the period		988			910
Cash and cash equivalents at the end of the period	$	1,263		$	1,856

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Seagate Technology Reports Fiscal First Quarter 2008 Results

Use of non-GAAP financial information

Our results of operations have undergone significant change in the past year, most significantly in connection with our acquisition of Maxtor. To help the readers of our condensed consolidated financial statements prepared on a GAAP basis better understand our past financial performance and our expectations of our future results, we supplementally disclose, after making certain non-GAAP adjustments, non-GAAP net income and non-GAAP diluted net income per share. We also provide forecasts of these non-GAAP financial measures. A reconciliation of the adjustments to GAAP net income and diluted net income per share for the quarter is presented in the tables below. In addition, an explanation of the ways in which our board of directors and management use these non-GAAP financial measures to evaluate the business, the substance behind our management’s decision to use these non-GAAP financial measures, the material limitations associated with the use of these non-GAAP financial measures, the manner in which Seagate management compensates for those limitations, and the substantive reasons why we believe that these non-GAAP financial measures provide useful information to investors is included under the caption “Use of Non-GAAP Financial Measures” in the Form 8-K furnished today with the U.S. Securities and Exchange Commission. This additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for net income or diluted net income per share prepared in accordance with GAAP. You should not compare our non-GAAP net income or non-GAAP diluted net income per share results with those of other companies, as the adjustments made to our GAAP results are unique to Seagate.

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Seagate Technology Reports Fiscal First Quarter 2008 Results

SEAGATE TECHNOLOGY

ADJUSTMENTS TO GAAP NET INCOME AND DILUTED NET INCOME PER SHARE

(In millions, except per share amounts)

(Unaudited)

		Three Months Ended September 28, 2007
GAAP net income		$	355
Non-GAAP adjustments:
Acquisition related adjustments:
– Amortization of purchased intangible assets	A		24
– Stock-based compensation	B		6
Adjustments for taxes	C		—
Non-GAAP net income			385
Diluted net income per share:
GAAP		$	0.64
Non-GAAP		$	0.69
Shares used in diluted net income per share calculation:			560

A For the three months ended September 28, 2007, amortization of purchased intangible assets acquired in acquisitions was allocated as follows:

	Three Months Ended September 28, 2007
Cost of revenue	$	11
Amortization of intangibles		13
Total amortization of purchased intangible assets	$	24

B For the three months ended September 28, 2007, stock-based compensation related to the acquisition of Maxtor was allocated as follows:

	Three Months Ended September 28, 2007
Cost of revenue	$	1
Product development		3
Marketing and administrative		2
Total stock-based compensation expense	$	6

C To exclude the tax effects, where applicable, of adjustments to GAAP net income

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