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 8.01. Other Events.

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 that press release was attached as Exhibit 99.1 to our Current Report on Form 8-K, submitted to the United States Securities and Exchange Commission (SEC) on October 16, 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 October 16, 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 October 16, 2007.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Selected portions of announcement, 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 17, 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 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.

Quarterly Results

On October 16, 2007, Seagate reported revenue of $3.3 billion, net income of $355 million, and diluted net income per share of $0.64 for the quarter ended September 28, 2007. These financial results include approximately $30 million in accounting charges, other costs and related tax effects associated with recent acquisitions. These results compare to revenue of $2.8 billion, net income of $19 million and diluted net income per share of $0.03 in the year-ago quarter.

Net income for the quarter ended September 28, 2007 also includes a charge of approximately $5 million dollars associated with on-going restructuring charges.

Cash and Uses of Cash

Cash flow from operations was $754 million for the September 2007 quarter.

We made capital investments of $150 million during the September 2007 quarter. Based on the current customer requirements and planned equipment utilization, we expect our fiscal year 2008 capital investment to be unchanged at approximately $900 million.

Cash, cash equivalents, and marketable securities ended the quarter at $1.5 billion, up $354 million from the previous quarter. During the September quarter, Seagate returned approximately $300 million of cash to its shareholders which included the payment of the quarterly dividend and approximately $250 million of share repurchases.

Inventory

Reported inventory as of September 28, 2007 was $763 million, a decrease of $31 million from the June 2007 quarter. Finished goods inventory was reduced by $90 million as we responded to higher than forecasted customer requirements. The reduction in finished goods inventory more than offset an increase of $59 million in raw material and work in process required to support increased customer demands.

Dividend and Stock Repurchases

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.

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 September 28, 2007.

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

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