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 17, 2008

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 January 17, 2008, we issued a press release to report our financial results for the fiscal quarter ended December 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 few years, 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 recently completed acquisitions, which include: amortization of purchased intangible assets; stock-based compensation expense related to the acquisition of Maxtor; gains on the sale of certain assets; 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 acquisitions of EVault and MetaLINCS, 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, EVault and MetaLINCS 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;

• Write-off of in-process research and development. These charges relate to in-process research and development acquired in the MetaLINCS acquisition, which has no alternative future use, and has no direct correlation to our ongoing operating results. Excluding these charges for purposes of calculating these non-GAAP financial measures contributes to a more meaningful evaluation of our current operating results and comparisons to our past operating performance;

• 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;

• Gains on sale of assets. These non-cash charges relate to the gains recognized on the sale of certain assets 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 January 17, 2008, 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: January 17, 2008	By:	/s/ CHARLES C. POPE
		Name:	Charles C. Pope
		Title:	Executive Vice President, Finance and Chief Financial Officer

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 SECOND QUARTER 2008 RESULTS

- Quarterly revenue grows 14% year-over-year

- Quarterly net income increases 188% year-over-year

- Ships approximately 50 million units for the quarter, up 20% year-over-year

SCOTTS VALLEY, CA – January 17, 2008 – Seagate Technology (NYSE: STX) today reported disc drive unit shipments of approximately 50 million, revenue of $3.4 billion, GAAP net income of $403 million, and diluted net income per share of $0.73 for the quarter ended December 28, 2007. GAAP net income and diluted net income per share includes approximately $31 million of purchased intangibles amortization and other charges associated with the Maxtor, EVault and MetaLINCS acquisitions and also a net gain from asset sales of approximately $15 million. Excluding these items, non-GAAP net income and diluted net income per share were $419 million and $0.76. Included in both GAAP and non-GAAP results are restructuring charges of approximately $27 million or approximately $0.05 per share.

For the six months ended December 28, 2007 Seagate reported revenue of $6.7 billion, GAAP net income of $758 million, and diluted net income per share of $1.37. GAAP net income and diluted net income per share includes approximately $61 million of purchased intangibles amortization and other charges associated with the Maxtor, EVault and MetaLINCs acquisitions and also a net gain from asset sales of approximately $15 million. Excluding these items, non-GAAP net income and diluted net income per share were $804 million and $1.45. Included in both GAAP and non-GAAP results are restructuring charges of approximately $32 million or approximately $0.06 per share.

“Seagate’s strong financial performance in the quarter reflects the company’s solid business model and expanded product portfolio, which positioned us well in a favorable industry environment characterized by seasonal strength across all storage markets and continued growth

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Seagate Technology Reports Fiscal Second Quarter 2008 Results

in global demand,” said Bill Watkins, Seagate chief executive officer. “During the quarter, Seagate achieved record shipments and experienced some capacity constraints, underscoring the phenomenal growth of digital content in both the consumer and commercial markets. Based on unit demand across all categories, we entered the March quarter in a position of strength. The storage industry remains one of the world’s most important and exciting industries. We are confident Seagate’s vision, technology, and operational excellence will drive us to continued strong financial and operating performance in the March quarter and double-digit year-over-year growth.”

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

Business Outlook

For the March quarter, Seagate expects to report revenue of $3.2 – $3.3 billion, and GAAP diluted net income per share of $0.57 – $0.61. Excluding approximately $27 million of purchased intangibles amortization and other charges associated with past closed acquisitions, including MetaLINCS, non-GAAP diluted net income per share for the March quarter is expected to fall within the range of $0.62 – $0.66. At the mid-point, this guidance represents a 15% revenue increase year-over-year and a 36% non-GAAP diluted earnings per share increase year-over-year.

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 February 15, 2008 to all common shareholders of record as of February 1, 2008.

During the quarter ended December 28, 2007, the company repurchased approximately 9.3 million of its common shares related to its share repurchase plan. The average price of the shares delivered to the company in the December quarter was $27.00. The company has authorization to purchase approximately $474 million of additional shares under the current stock repurchase program and the company anticipates utilizing the remaining authorization within the March quarter.

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Seagate Technology Reports Fiscal Second Quarter 2008 Results

Conference Call

Seagate will hold a conference call to review the fiscal second 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: 28131131

Replay

A replay will be available beginning today at 6:30 p.m. Pacific Time through January 24 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: 28131131

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, uncertainties, and other factor 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, 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; the impact of competitive product announcements and possible excess industry supply with respect to particular disc drive products; and market conditions and alternative cash and imperatives which could impact our ability to repurchase our stock. Information concerning risk, 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 27, 2007 and in the company’s Quarterly Report on Form 10-Q as filed with the U.S. Securities and Exchange Commission on October 29, 2007 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 Reports Fiscal Second Quarter 2008 Results

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	December 28, 2007		June 29, 2007 (a)
ASSETS
Cash and cash equivalents	$	1,433	$	988
Short-term investments		317		156
Accounts receivable, net		1,593		1,383
Inventories		830		794
Deferred income taxes		215		196
Other current assets		469		284
Total Current Assets		4,857		3,801
Property, equipment and leasehold improvements, net		2,267		2,278
Goodwill		2,385		2,300
Other intangible assets		157		188
Deferred income taxes		674		574
Other assets, net		276		331
Total Assets	$	10,616	$	9,472
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	1,776	$	1,301
Accrued employee compensation		297		157
Accrued expenses, other		782		786
Accrued income taxes		2		75
Current portion of long-term debt		330		330
Total Current Liabilities		3,187		2,649
Other non-current liabilities		381		353
Long-term accrued income taxes		232		—
Long-term debt, less current portion		1,734		1,733
Total Liabilities		5,534		4,735
Shareholders’ Equity		5,082		4,737
Total Liabilities and Shareholders’ Equity	$	10,616	$	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 Second Quarter 2008 Results

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	December 28, 2007			December 29, 2006			December 28, 2007			December 29, 2006
Revenue	$	3,420		$	2,996		$	6,705		$	5,788
Cost of revenue		2,531			2,450			5,008			4,800
Product development		262			226			504			470
Marketing and administrative		167			141			319			320
Amortization of intangibles		13			12			27			23
Restructuring and other, net		27			1			32			(3	)
Total operating expenses		3,000			2,830			5,890			5,610
Income from operations		420			166			815			178
Interest income		19			25			35			44
Interest expense		(34	)		(55	)		(66	)		(74	)
Other, net		18			9			14			11
Other income (expense), net		3			(21	)		(17	)		(19	)
Income before income taxes		423			145			798			159
Provision for income taxes		20			5			40			—
Net income	$	403		$	140		$	758		$	159
Net income per share:
Basic	$	0.77		$	0.25		$	1.43		$	0.28
Diluted		0.73			0.23			1.37			0.27
Number of shares used in per share calculations:
Basic		526			571			529			573
Diluted		556			598			558			600

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Seagate Technology Reports Fiscal Second Quarter 2008 Results

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	For the Six Months Ended
	December 28, 2007			December 29, 2006
OPERATING ACTIVITIES
Net income	$	758		$	159
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		420			414
Stock-based compensation		58			69
Allowance for doubtful accounts receivable		(4	)		42
Redemption charges on 8% Senior Notes due 2009		—			19
In-process research and development		4			—
Other non-cash operating activities, net		3			1
Changes in operating assets and liabilities:
Current assets and liabilities		120			(431	)
Non-current assets and liabilities		119			28
Net cash provided by operating activities		1,478			301
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		(362	)		(466	)
Proceeds from sale of fixed assets		24			28
Purchases of short-term investments		(383	)		(322	)
Maturities and sales of short-term investments		222			687
Acquisitions, net of cash acquired		(78	)		—
Other investing activities, net		17			(29	)
Net cash used in investing activities		(560	)		(102	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt		—			1,477
Repayment of long-term debt		—			(400	)
Redemption premium on 8% Senior Notes due 2009		—			(16	)
Proceeds from exercise of employee stock options and employee stock purchase plan		132			104
Dividends to shareholders		(107	)		(104	)
Repurchases of common shares		(500	)		(1,075	)
Other financing activities, net		2			1
Net cash used in financing activities		(473	)		(13	)
Increase in cash and cash equivalents		445			186
Cash and cash equivalents at the beginning of the period		988			910
Cash and cash equivalents at the end of the period	$	1,433		$	1,096

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Seagate Technology Reports Fiscal Second Quarter 2008 Results

Use of non-GAAP financial information

Our results of operations have undergone significant change in the past few years, 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 and year-to-date periods are 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 Second Quarter 2008 Results

SEAGATE TECHNOLOGY

ADJUSTMENTS TO GAAP NET INCOME AND DILUTED NET INCOME PER SHARE

(In millions, except per share data)

(Unaudited)

		Three Months Ended December 28, 2007			Six Months Ended December 28, 2007
GAAP net income		$	403		$	758
Non-GAAP adjustments:
Acquisition related adjustments:
—Amortization of purchased intangible assets	A		24			48
—Write-off of in-process research and development	B		4			4
—Stock-based compensation	C		3			9
—Gain on the sale of certain assets	D		(15	)		(15	)
Adjustments for taxes	E		—			—
Non-GAAP net income			419			804
Diluted net income per share:
GAAP		$	0.73		$	1.37
Non-GAAP		$	0.76		$	1.45
Shares used in diluted net income per share calculation:			556			558

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

	Three Months Ended December 28, 2007		Six Months Ended December 28, 2007
Cost of revenue	$	11	$	22
Amortization of intangibles		13		26
Total amortization of purchased intangible assets	$	24	$	48

B To exclude the write-off of in-process research and development related to the MetaLINCS acquisition (allocated to Product development)

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Seagate Technology Reports Fiscal Second Quarter 2008 Results

C For the three months and six months ended December 28, 2007, stock-based compensation expense related to the Maxtor acquisition was allocated as follows:

	Three Months Ended December 28, 2007		Six Months Ended December 28, 2007
Cost of revenue	$	—	$	1
Product development		2		5
Marketing and administrative		1		3
Total stock-based compensation expense	$	3	$	9

D To exclude the gain on the sale of certain assets (allocated to Other income, net)

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

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