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 15, 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 July 15, 2008, we issued a press release to report our financial results for the fiscal quarter ended June 27, 2008. 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 two 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 annual 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.

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;

• 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 July 15, 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: July 15, 2008	By:	/s/ KENNETH M. MASSARONI
		Name:	Kenneth M. Massaroni
		Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

	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 FOURTH QUARTER

AND YEAR-END 2008 RESULTS

- Annual revenue grows 12%; quarterly revenue grows 6% year-over-year

- Annual net income increases to $1.3 billion

- Annual shipments grow 15% to 183 million; quarterly shipments up 10% to 43 million

SCOTTS VALLEY, CA – July 15, 2008 – Seagate Technology (NYSE: STX) today reported disc drive unit shipments of approximately 43 million, revenue of $2.9 billion, GAAP net income of $160 million, and diluted net income per share of $0.32 for the quarter ended June 27, 2008. GAAP net income and diluted net income per share includes approximately $23 million of purchased intangibles amortization and other charges associated with Seagate’s recent acquisitions. Excluding these items, non-GAAP net income and diluted net income per share were $183 million and $0.37, respectively. Included in both GAAP and non-GAAP results are restructuring charges of approximately $36 million or approximately $0.07 per share.

For the twelve months ended June 27, 2008, Seagate reported revenue of $12.7 billion, GAAP net income of $1.3 billion, and diluted net income per share of $2.36. GAAP net income and diluted net income per share includes approximately $113 million of purchased intangibles amortization and other charges associated with Seagate’s recent acquisitions and also a net gain from asset sales of approximately $19 million. Excluding these items, non-GAAP net income and diluted net income per share were $1.4 billion and $2.54, respectively. Included in both GAAP and non-GAAP results are restructuring and other charges of approximately $88 million or approximately $0.16 per share.

“We delivered strong growth in fiscal year 2008, with unit volume and revenue up 15% and 12% respectively over fiscal year 2007, and with net income of $1.3 billion,” said Bill Watkins, Seagate chief executive officer. “Sequentially, our market-leading share positions remained unchanged in the enterprise and desktop markets, we grew our leading share position in the consumer electronics market, and

1

grew share in the notebook and retail markets. Were it not for some product execution issues in the notebook and nearline markets, we believe we would have delivered an even stronger quarter and year, with improved share positions. We have now made significant strides in reclaiming our product leadership in these areas. While we expect that the residual effects of the previously missed execution will be reflected in the first quarter, we believe that we will grow revenue and improve earnings throughout the remainder of FY2009.”

A reconciliation of 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 fourth fiscal quarter of 2008 can be found online at seagate.com.

Business Outlook

For the September quarter, Seagate expects to report revenue of $3.15 - $3.3 billion, and GAAP diluted net income per share of $0.18 - $0.22. Adjusting for approximately $20 million of purchased intangibles amortization and other charges associated with past closed acquisitions, non-GAAP diluted net income per share for the September quarter is expected to fall within the range of $0.22 - $0.26. The GAAP and non-GAAP outlook for the September quarter does not include restructuring costs or accelerated depreciation charges relating to the previously announced closing of our substrate operations in Limavady and the finished media operations in Milpitas. Additionally, the outlook does not include the impact of any future acquisitions, stock repurchases or potential restructuring activities the company may undertake during the quarter.

For fiscal 2009, Seagate believes the demand trends for storage continue to support healthy industry unit growth of 10-15% and industry revenue growth of 5-10%. Specific to Seagate, the company is confident that its performance relative to time-to-market, inventory management and its overall cost structure will improve as it executes the plans that are currently in place. Financial performance improvement will be incremental as the company implements numerous changes across the business during the first half of the fiscal year. As such, Seagate expects gross margins to begin improving with the December quarter and settle into the targeted range of 21-25% for the balance of the fiscal year.

2

Dividend and Stock Repurchase

The company has declared a quarterly dividend of $0.12 per share to be paid on or before August 15, 2008 to all common shareholders of record as of August 1, 2008.

During the quarter ended June 27, 2008 the company purchased, under a 10b5-1 qualified stock repurchase plan, 9.1 million of its common shares at an average cost of $21.36. The company has authorization to purchase approximately $2.0 billion of additional shares under the current stock repurchase program.

Conference Call

Seagate will hold a conference call to review the fiscal third quarter results at 2:00 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: 53915411

Replay

A replay will be available beginning today at 6:00 p.m. Pacific Time through July 22 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: 53915411

About Seagate

Seagate is the worldwide leader in the design, manufacture and marketing of hard disc drives and storage solutions, 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, with the goal of being the time-to-market leader 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 http://www.seagate.com.

3

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 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, such risks and uncertainties include the impact of the variable demand and the aggressive pricing environment for disc drives, particularly in view of current economic conditions; 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; our ability to achieve projected cost savings in connection with our announced restructuring plans; and market conditions and alternative cash imperatives which could impact our ability to repurchase 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 April 29, 2008, 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.

# # #

4

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

	June 27, 2008		June 29, 2007 (a)
ASSETS
Cash and cash equivalents	$	990	$	988
Short-term investments		151		156
Accounts receivable, net		1,410		1,383
Inventories		945		794
Deferred income taxes		274		196
Other current assets		502		284
Total Current Assets		4,272		3,801
Property, equipment and leasehold improvements, net		2,464		2,278
Goodwill		2,352		2,300
Other intangible assets		111		188
Deferred income taxes		616		574
Other assets, net		305		331
Total Assets	$	10,120	$	9,472
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	1,652	$	1,301
Accrued employee compensation		440		157
Accrued expenses, other		825		786
Accrued income taxes		10		75
Current portion of long-term debt		360		330
Total Current Liabilities		3,287		2,649
Other non-current liabilities		367		353
Long-term accrued income taxes		210		—
Long-term debt, less current portion		1,670		1,733
Total Liabilities		5,534		4,735
Shareholders’ Equity		4,586		4,737
Total Liabilities and Shareholders’ Equity	$	10,120	$	9,472

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

5

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended						For the Year Ended
	June 27, 2008			June 29, 2007			June 27, 2008			June 29, 2007
Revenue	$	2,899		$	2,744		$	12,708		$	11,360
Cost of revenue		2,208			2,150			9,503			9,175
Product development		270			221			1,028			904
Marketing and administrative		175			143			659			589
Amortization of intangibles		13			13			54			49
Restructuring and other, net		36			29			88			29
Total operating expenses		2,702			2,556			11,332			10,746
Income from operations		197			188			1,376			614
Interest income		6			14			57			73
Interest expense		(30	)		(33	)		(126	)		(141	)
Other, net		9			2			22			15
Other expense, net		(15	)		(17	)		(47	)		(53	)
Income before income taxes		182			171			1,329			561
Provision for (benefit from) income taxes		22			(370	)		67			(352	)
Net income	$	160		$	541		$	1,262		$	913
Net income per share:
Basic	$	0.33		$	1.00		$	2.46		$	1.64
Diluted		0.32			0.96			2.36			1.56
Number of shares used in per share calculations:
Basic		484			539			512			558
Diluted		500			564			538			587

6

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	For the Year Ended
	June 27, 2008			June 29, 2007
OPERATING ACTIVITIES
Net income	$	1,262		$	913
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		844			851
Stock-based compensation		113			128
Deferred income taxes		10			(365	)
Allowance for doubtful accounts receivable, net of recoveries		(3	)		40
Redemption charges on 8% Senior Notes due 2009		—			19
In-process research and development		4			4
Other non-cash operating activities, net		(16	)		36
Changes in operating assets and liabilities:
Current assets and liabilities		133			(781	)
Non-current assets and liabilities		191			98
Net cash provided by operating activities		2,538			943
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		(930	)		(906	)
Proceeds from sale of fixed assets		29			55
Purchases of short-term investments		(486	)		(322	)
Maturities and sales of short-term investments		460			997
Acquisitions, net of cash acquired		(78	)		(178	)
Other investing activities, net		14			(48	)
Net cash used in investing activities		(991	)		(402	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt		—			1,477
Repayment of debt		(34	)		(405	)
Redemption premium on 8% Senior Notes due 2009		—			(16	)
Proceeds from exercise of employee stock options and employee stock purchase plan		178			219
Dividends to shareholders		(216	)		(212	)
Repurchases of common shares		(1,479	)		(1,526	)
Other financing activities, net		6			—
Net cash used in financing activities		(1,545	)		(463	)
Increase in cash and cash equivalents		2			78
Cash and cash equivalents at the beginning of the period		988			910
Cash and cash equivalents at the end of the period	$	990		$	988

7

Use of non-GAAP financial information

Our results of operations have undergone significant change in the past two 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 annual 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.

8

SEAGATE TECHNOLOGY

ADJUSTMENTS TO GAAP NET INCOME AND DILUTED NET INCOME PER SHARE

(In millions, except per share data)

(Unaudited)

		For the Three Months Ended June 27, 2008		For the Year Ended June 27, 2008
GAAP net income		$	160	$	1,262
Non-GAAP adjustments:
Acquisition related adjustments:
- Amortization of purchased intangible assets	A		20		94
- Write-off of in-process research and development	B		—		4
- Stock-based compensation	C		3		15
- Gain on the sale of certain assets	D		—		(19	)
Adjustments for taxes	E		—		—
Non-GAAP net income			183		1,356
Diluted net income per share:
GAAP		$	0.32	$	2.36
Non-GAAP		$	0.37	$	2.54
Shares used in diluted net income per share calculation:			500		538

A For the three months and year ended June 27, 2008, amortization of purchased intangible assets acquired in acquisitions was allocated as follows:

	For the Three Months Ended June 27, 2008		For the Year Ended June 27, 2008
Cost of revenue	$	7	$	40
Amortization of intangibles		13		54
Total amortization of purchased intangible assets	$	20	$	94

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

9

C For the three months and year ended June 27, 2008, stock-based compensation expense related to the Maxtor acquisition was allocated as follows:

	For the Three Months Ended June 27, 2008		For the Year Ended June 27, 2008
Cost of revenue	$	1	$	2
Product development		2		10
Marketing and administrative		—		3
Total stock-based compensation expense	$	3	$	15

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

10