Edgar Filing: SEAGATE TECHNOLOGY

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2007

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to

Commission File Number 001-31560

SEAGATE TECHNOLOGY

(Exact name of registrant as specified in its charter)

Cayman Islands

98-0355609

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

(Address of Principal Executive Offices)

Telephone: (345) 949-8066

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer: x Accelerated filer: ¨ Non-accelerated filer: ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ¨ No x

As of January 18, 2008, 527,189,708 shares of the registrant’s common shares, par value $0.00001 per share, were issued and outstanding.

INDEX

SEAGATE TECHNOLOGY


		PAGE NO.
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets — December 28, 2007 (Unaudited) and June 29, 2007	3

	Condensed Consolidated Statements of Operations — Three and Six Months ended December 28, 2007 and December 29, 2006 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows — Six Months ended December 28, 2007 and December 29, 2006 (Unaudited)	5

	Condensed Consolidated Statement of Shareholders’ Equity — Six Months ended December 28, 2007 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57

Item 4.	Controls and Procedures	59

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	63

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81

Item 4.	Submission of Matters to a Vote of Security Holders	82

Item 6.	Exhibits	83

	SIGNATURES	87

PART I

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

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, net		157		188
Deferred income taxes		674		574
Other assets, net		276		331

Total Assets	$	10,616	$	9,472

LIABILITIES
Accounts payable	$	1,776	$	1,301
Accrued employee compensation		297		157
Accrued expenses		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
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common shares and additional paid-in capital		3,396		3,204
Accumulated other comprehensive income (loss)		1		(4	)
Retained earnings		1,685		1,537

Total 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.

See notes to Condensed Consolidated Financial Statements.

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
Dividends declared per share	$	0.10		$	0.10		$	0.20		$	0.18

See notes to Condensed Consolidated Financial Statements.

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 provided by operating activities:
Depreciation and amortization		420			414
Stock-based compensation		58			69
In-process research and development		4			—
Allowance for doubtful accounts receivable		(4	)		42
Redemption charges on 8% Senior Notes		—			19
Excess tax benefits from exercise of stock options		(2	)		—
Other non-cash operating activities, net		5			1
Changes in operating assets and liabilities:
Accounts receivable		(249	)		156
Inventories		(36	)		129
Accounts payable		475			(267	)
Accrued expenses, employee compensation and warranty		74			(340	)
Accrued income taxes		(9	)		14
Other assets and liabilities		(16	)		(95	)

Net cash provided by operating activities		1,478			301

INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		(362	)		(466	)
Proceeds from sales 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 and cash equivalents 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
Redemption of 8% Senior Notes		—			(400	)
Redemption premium on 8% Senior Notes		—			(16	)
Proceeds from exercise of employee stock options and employee stock purchase plan		132			104
Dividends to shareholders		(107	)		(104	)
Excess tax benefits from exercise of stock options		2			—
Repurchases of common shares and payments made under prepaid forward agreements		(500	)		(1,075	)
Other financing activities, net		—			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

Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	61		$	24
Cash paid for income taxes, net of refunds		19			3

See notes to Condensed Consolidated Financial Statements.

SEAGATE TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

Six Months Ended December 28, 2007

(In millions)

(Unaudited)


	Number of Common Shares		Par Value of Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
Balance at June 29, 2007	535		$	—	$	3,204	$	(4	)	$	1,537		$	4,737
Cumulative effect adjustment to adopt recognition and measurement provisions of FASB Interpretation No. 48 (See Note 3)	—			—		—		—			(3	)		(3	)
Comprehensive income, net of tax:
Change in unrealized gain (loss) on cash flow hedges, net	—			—		—		5			—			5
Net income	—			—		—		—			758			758

Comprehensive income														763
Issuance of common shares related to employee stock options and employee stock purchase plan	11			—		132		—			—			132
Dividends to shareholders	—			—		—		—			(107	)		(107	)
Repurchases of common shares	(19	)		—		—		—			(500	)		(500	)
Tax benefit from exercise of stock options	—			—		2		—			—			2
Stock-based compensation	—			—		58		—			—			58

Balance at December 28, 2007	527		$	—	$	3,396	$	1		$	1,685		$	5,082

See notes to Condensed Consolidated Financial Statements.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Summary of Significant Accounting Policies

Nature of Operations — Seagate Technology (“Seagate” or the “Company”) designs, manufactures and markets rigid disc drives. Rigid disc drives, which are commonly referred to as disc drives, are used as the primary medium for storing electronic information in systems ranging from desktop and notebook computers and consumer electronics devices to data centers delivering information over corporate networks and the Internet. The Company produces a broad range of disc drive products addressing enterprise applications, where its products are primarily used in enterprise servers, mainframes and workstations; desktop applications, where its products are used in desktop computers; mobile computing applications, where its products are used in notebook computers; and consumer electronics applications, where its products are used in digital video recorders and gaming devices. The Company sells its disc drives primarily to major original equipment manufacturers (OEMs), distributors and retailers. In addition to manufacturing and selling disc drives and branded storage products under the Seagate and Maxtor brands, the Company provides data storage services for small to medium size businesses, including online backup, data protection and recovery solutions.

Basis of Presentation and Consolidation — The Condensed Consolidated Financial Statements include the accounts of the Company and all its wholly-owned subsidiaries, after elimination of intercompany transactions and balances. The Condensed Consolidated Financial Statements have been prepared by the Company and have not been audited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments necessary to summarize fairly the consolidated financial position, results of operations, cash flows and shareholders’ equity for the periods presented. Such adjustments are of a normal recurring nature. The Company’s Consolidated Financial Statements for the fiscal year ended June 29, 2007 are included in its Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (“SEC”) on August 27, 2007. The Company believes that the disclosures included in the unaudited Condensed Consolidated Financial Statements, when read in conjunction with its Consolidated Financial Statements as of June 29, 2007 and the notes thereto, are adequate to make the information presented not misleading.

The results of operations for the three and six months ended December 28, 2007 are not necessarily indicative of the operating results to be expected for any subsequent interim period of for the Company’s fiscal year ending June 27, 2008.

The Company operates and reports financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. The quarters ended December 28, 2007 and December 29, 2006 were 13 weeks. Fiscal year 2008 will be comprised of 52 weeks and will end on June 27, 2008.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

1.	Summary of Significant Accounting Policies (continued)

Critical Accounting Policies and Use of Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Company’s Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ materially from those estimates. The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its Condensed Consolidated Financial Statements. The SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and operating results, and require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are highly uncertain at the time of estimation. Based on this definition, the Company’s most critical policies include: establishment of sales program accruals, establishment of warranty accruals, valuation of deferred tax assets as well as the valuation of intangibles and goodwill. The Company also has other key accounting policies and accounting estimates relating to uncollectible customer accounts, valuation of inventory, and valuation of share-based payments. The Company believes that these other accounting policies and accounting estimates either do not generally require it to make estimates and judgments that are as difficult or as subjective, or it is less likely that they would have a material impact on the Company’s reported results of operations for a given period.

Since the Company’s fiscal year ended June 29, 2007, there have been no significant changes in the Company’s critical accounting policies and estimates other than the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (FIN 48) – see Note 3. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2007, as filed with the SEC on August 27, 2007, for a discussion of the Company’s critical accounting policies and estimates.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

1.	Summary of Significant Accounting Policies (continued)

Net Income Per Share

In accordance with the provisions of FASB Statement (SFAS) No. 128, Earnings per Share (SFAS No. 128), the following table sets forth the computation of basic and diluted net income per share for the three and six months ended December 28, 2007 and December 29, 2006:


	For the Three Months Ended						For the Six Months Ended
	December 28, 2007			December 29, 2006			December 28, 2007			December 29, 2006
	(in millions, except per share data)
Numerator:
Net income	$	403		$	140		$	758		$	159
Adjustment for interest expense on 6.8% convertible senior notes due April 2010		2			—			5			—

Net income, adjusted	$	405		$	140		$	763		$	159

Denominator:
Weighted-average common shares outstanding		528			573			531			575
Weighted-average nonvested shares		(2	)		(2	)		(2	)		(2	)

Total shares for purpose of calculating basic net income per share		526			571			529			573
Weighted-average effect of dilutive securities:
Dilution from employee stock options		19			27			19			27
2.375% convertible senior notes due August 2012		7			—			6			—
6.8% convertible senior notes due April 2010		4			—			4			—

Potential dilutive common shares:		30			27			29			27

Total shares for purpose of calculating diluted net income per share		556			598			558			600

Net Income per share:
Basic net income per share	$	0.77		$	0.25		$	1.43		$	0.28

Diluted net income per share	$	0.73		$	0.23		$	1.37		$	0.27

The following potential common shares were excluded from the computation of diluted net income per share, as their effect would have been anti-dilutive:


	For the Three Months Ended		For the Six Months Ended
	December 28, 2007	December 29, 2006	December 28, 2007	December 29, 2006
	(in millions)
Stock options	20	19	20	18
Nonvested shares	—	2	—	1
2.375% convertible senior notes due August 2012	—	5	—	4
6.8% convertible senior notes due April 2010	—	4	—	4

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

2.	Balance Sheet Information


Accounts Receivable, net	December 28, 2007			June 29, 2007
	(in millions)
Accounts receivable	$	1,639		$	1,433
Allowance for doubtful accounts receivable		(46	)		(50	)

	$	1,593		$	1,383


Inventories	December 28, 2007		June 29, 2007
	(in millions)
Raw materials and components	$	293	$	277
Work-in-process		119		85
Finished goods		418		432

	$	830	$	794


Property, Equipment and Leasehold Improvements, net	December 28, 2007			June 29, 2007
	(in millions)
Property, equipment and leasehold improvements	$	5,367		$	5,104
Accumulated depreciation and amortization		(3,100	)		(2,826	)

	$	2,267		$	2,278


Accrued Warranty	December 28, 2007		June 29, 2007
	(in millions)
Short-term accrued warranty included in Accrued expenses on the balance sheet	$	245	$	233
Long-term accrued warranty included in Other non-current liabilities on the balance sheet		212		197

	$	457	$	430

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

2.	Balance Sheet Information (continued)

Long-Term Debt and Credit Facilities

Revolving Credit Facility. As of December 28, 2007, there were no borrowings under the Company’s $500 million revolving credit facility and the Company had utilized $47 million of the $100 million sub-limit for outstanding letters of credit and bankers’ guarantees. As of December 28, 2007, the Company is in compliance with all the covenants under the credit agreement that governs the Company’s revolving credit facility.

Derivative Financial Instruments. The Company hedges portions of its forecasted expenditures denominated in foreign currencies with forward exchange contracts. At December 28, 2007, the total notional value of the Company’s outstanding foreign currency forward exchange contracts was approximately $412 million comprised of approximately $32 million to purchase British pounds, $102 million to purchase Singapore dollars, $42 million to purchase Malaysian ringgit, and $236 million to purchase Thai baht. The fair value of the Company’s outstanding forward exchange contracts at December 28, 2007 was not significant.

3.	Income Taxes

The Company is a foreign holding company incorporated in the Cayman Islands with foreign and U.S. subsidiaries that operate in multiple taxing jurisdictions. As a result, its worldwide operating income either is subject to varying rates of tax or is exempt from tax due to tax holidays or tax incentive programs the Company operates under in China, Malaysia, Singapore, Switzerland and Thailand. These tax holidays or incentives are scheduled to expire in whole or in part at various dates through 2020.

The income tax provision recorded for the three and six months ended December 28, 2007 differs from the provision for income taxes that would be derived by applying a notional U.S. 35% rate to income before income taxes primarily due to the net effect of (i) the tax benefit related to the aforementioned tax holiday and tax incentive programs, (ii) a decrease in the Company’s valuation allowance for U.S. deferred tax assets, and (iii) the tax expense related to intercompany transactions. The income tax benefit recorded for the three and six months ended December 29, 2006 differed from the provision for income taxes that would be derived by applying a notional U.S. 35% rate to income before income taxes primarily due to the net effect of (i) the tax benefit related to the aforementioned tax holiday and tax incentive programs, (ii) an increase in the Company’s valuation allowance recorded for certain U.S. deferred tax assets, and (iii) foreign tax benefits recorded during the quarter relating to reductions in previously accrued taxes and reductions in valuation allowances for certain foreign deferred tax assets.

Based on the Company’s foreign ownership structure, and subject to (i) potential future increases in the valuation allowance for deferred tax assets and (ii) limitations imposed by Internal Revenue Code Section 382 on usage of certain tax attributes (further described below), the Company anticipates that its effective tax rate in future periods will generally be less than the U.S. federal statutory rate. Dividend distributions received from the Company’s U.S. subsidiaries may be subject to U.S. withholding taxes when, and if distributed. Deferred tax liabilities have not been recorded on unremitted earnings of certain foreign subsidiaries, as these earnings will not be subject to tax in the Cayman Islands or U.S. federal income tax if remitted to the Company’s foreign parent holding company.

As of December 28, 2007, the Company has recorded net deferred tax assets of $888 million. The realization of $796 million of these deferred tax assets is primarily dependent on the Company’s ability to generate sufficient U.S. and certain foreign taxable income in future periods. Although realization is not assured, the Company’s management believes that it is more likely than not that these deferred tax assets will be realized. The amount of deferred tax assets considered realizable, however, may increase or decrease in subsequent quarters, when the Company reevaluates its estimates of future taxable income.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

3.	Income Taxes (continued)

As a result of the Maxtor acquisition, Maxtor underwent a change in ownership within the meaning of Section 382 of the Internal Revenue Code (IRC Sec. 382) on May 19, 2006. In general, IRC Sec. 382 places annual limitations on the use of certain tax attributes such as net operating losses and tax credit carryovers in existence at the ownership change date. The annual limitation for this change is $110 million. Certain amounts of these attributes may be accelerated into the first five years following the acquisition pursuant to IRC Section 382 and published notices.

On January 3, 2005, the Company underwent a change in ownership under IRC Sec. 382 due to the sale of common shares to the public by its then largest shareholder, New SAC. Based on an independent valuation as of January 3, 2005, the annual limitation for this change is $44.8 million. To the extent management believes it is more likely than not that the deferred tax assets associated with tax attributes subject to this IRC Sec. 382 limitation will not be realized, a valuation allowance has been provided.

Unrecognized Tax Benefits

Effective at the beginning of the first quarter of 2008, the Company adopted FIN 48. FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with FASB Statement No. 109, Accounting for Income Taxes (“SFAS No. 109”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

As a result of the implementation of FIN 48, the Company increased its liability for net unrecognized tax benefits at the date of adoption. The Company accounted for the increase primarily as a cumulative effect of a change in accounting principle that resulted in a decrease to retained earnings of $3 million and an increase to goodwill of $25 million. The total amount of gross unrecognized tax benefits as of the date of adoption was $385 million excluding interest and penalties. Of these unrecognized tax benefits, $63 million would reduce the effective tax rate upon recognition. During the six months ending December 28, 2007, the Company’s unrecognized tax benefits increased by $5 million for tax positions taken in prior periods and by $6 million for tax positions taken during the current period.

During the 12 months beginning December 29, 2007, the Company expects to reduce its unrecognized tax benefits by approximately $12 million as a result of the expiration of certain statutes of limitation. The Company does not believe it is reasonably possible that other unrecognized tax benefits will materially change in the next 12 months. However, the Company notes that the resolution and/or closure on open audits is highly uncertain.

The Company files U.S. federal, U.S. state, and foreign tax returns. The statutes of limitation for U.S. Federal returns are open for fiscal year 2003 and forward. The Internal Revenue Service (IRS) has completed its examination of fiscal years ending in 2003 and 2004. For state and foreign tax returns, the Company is generally no longer subject to tax examinations for years prior to fiscal year 2001.

The Company’s policy to include interest and penalties related to unrecognized tax benefits within the provision for taxes on the Condensed Consolidated Statements of Operations did not change as a result of implementing the provisions of FIN 48. As of the date of adoption of FIN 48, the Company had accrued approximately $19 million for the payment of interest and penalties relating to unrecognized tax benefits. This accrual increased by $3 million to approximately $22 million as of December 28, 2007.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

4.	Restructuring and Exit Costs

Ongoing Restructuring Activities

At June 29, 2007, the Company’s accrued restructuring balance was $9 million. During the six months ended December 28, 2007, the Company recorded restructuring costs of approximately $32 million primarily in connection with its ongoing restructuring activities.

In the three months ended December 28, 2007, the Company recorded restructuring charges of $27 million primarily as a result of a restructuring plan related to the planned closure of its Limavady, Northern Ireland operations as part of its ongoing focus on cost efficiencies in all areas of its business. The restructuring charges associated with the Limavady facility were comprised of approximately $18 million in charges related to expected grant repayments, employee termination costs of approximately $6 million and approximately $1 million in charges related to impaired equipment as a result of the restructuring plan. The Company currently expects to complete the closure of its Limavady facility by the end of its first quarter of fiscal year 2009, with additional restructuring charges of approximately $25 million to $30 million to be recorded over the next three quarters, resulting in aggregate restructuring charges of approximately $50 million to $55 million.

During the three months ended September 28, 2007, the Company recorded restructuring charges of approximately $5 million in connection with its other ongoing restructuring activities. These charges were primarily a result of a restructuring plan established to continue the alignment of the Company’s global workforce with existing and anticipated business requirements, primarily in its Far East operations. The restructuring charges were comprised of employee termination costs relating to a continuing effort to optimize the Company’s production around the world. The Company expects these restructuring activities to be completed by the end of its third quarter of fiscal year 2008.

The accrued restructuring balance of $32 million at December 28, 2007, is included in Accrued expenses on the accompanying Condensed Consolidated Balance Sheet. The following table summarizes the Company’s restructuring activities for the six months ended December 28, 2007:


	Severance and Benefits			Grant Repayment		Impaired Equipment			Total
	(in millions)
Accrual balances, June 29, 2007	$	9		$	—	$	—		$	9
Restructuring charges		13			18		1			32
Cash payments		(7	)		—		—			(7	)
Non-cash charges and adjustments		(1	)		—		(1	)		(2	)

Accrual balances, December 28, 2007	$	14		$	18	$	—		$	32

Exit Liabilities Recognized in Connection with Business Combinations

Under Emerging Issues Task Force 95-3, Recognition of Liabilities in Connection with a Business Combination, the Company accrued certain exit costs relating to employee severance, planned exit of leased or owned excess facilities and the cancellation or settlement of contractual obligations that will not provide any future economic benefit. At June 29, 2007, the Company’s accrued liability for such exit costs was $33 million, comprised primarily of remaining excess facilities obligations. During the six months ended December 28, 2007, the Company paid $9 million of the accrued exit costs and had adjustments decreasing the liability by $1 million. The Company expects the remaining costs associated with the exit of certain facilities to continue to the end of fiscal year 2012. The accrued exit costs balance is $23 million at December 28, 2007, of which $6 million is included in Accrued expenses and $17 million is included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

5.	Acquisitions

In December 2007, the Company completed its acquisition of MetaLINCS, Inc. (“MetaLINCS”) in an all cash transaction valued at approximately $74 million. MetaLINCS provides enterprise level E-Discovery software that helps companies respond to litigation and regulatory issues which requires them to search large volumes of electronic data for relevant information. The purpose of the acquisition was to expand on the Company’s software and services offerings. The purchase price has been preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date as follows (in millions):


Tangible assets acquired and liabilities assumed	$	(1	)
Identifiable intangible assets		12
In-process research and development		4
Goodwill		59

Total purchase price	$	74

Tangible net assets were valued at their respective carrying amounts as the Company believes that these amounts approximated their current fair values at the acquisition date. The fair value of identifiable intangible assets acquired reflects management’s estimates based on, among other factors, use of established valuation methods. Such assets include existing technology, customer relationships and trade names. Identifiable intangible assets are amortized over their estimated remaining useful lives. The Company assigned $4 million to the value of MetaLINCS’ in-process research and development projects as at the acquisition date, all of which was written off in the period of acquisition. Goodwill of approximately $59 million represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. The MetaLINCS acquisition did not have a significant impact on the Company’s results of operations for the three or six months ended December 28, 2007.

The recorded values and estimated useful lives of the intangibles acquired from MetaLINCS were:


	Estimated Fair Value		Weighted Average Useful Life
	(in millions)		(in years)
Existing technology	$	7	4.0
Customer relationships		3	4.0
Trade names		1	4.0
Other		1	2.0

Total acquired identifiable intangible assets	$	12	3.9

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

6.	Goodwill and Other Intangible Assets

Goodwill

At December 28, 2007, the Company’s goodwill totaled approximately $2.4 billion, of which approximately $2.2 billion relates to the Maxtor acquisition. During the six months ended December 28, 2007 goodwill increased by approximately $85 million, primarily due to goodwill acquired in the MetaLINCS acquisition (see Note 5) and the effect of the adoption of FIN 48 (see Note 3).

Other Intangible Assets

Other intangible assets consist primarily of existing technology, customer relationships and trade names acquired in business combinations. Acquired intangibles are amortized on a straight-line basis over the respective estimated useful lives of the assets. The net carrying value of intangible assets at December 28, 2007 and June 29, 2007 was $157 million and $188 million, respectively. Accumulated amortization of intangibles was $233 million and $185 million at December 28, 2007 and June 29, 2007, respectively. The carrying value of intangible assets at December 28, 2007 is set forth in the following table:


	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Useful Life
	(in millions)		(in millions)			(in millions)		(in years)
Existing technology	$	186	$	(142	)	$	44	2.4
Customer relationships		157		(68	)		89	2.2
Trade names		37		(15	)		22	2.5
Patents and licenses		9		(8	)		1	6.4
Other		1		—			1	2.2

Total acquired identifiable intangible assets	$	390	$	(233	)	$	157	2.3

In the six months ended December 28, 2007 and December 29, 2006, amortization expense for other intangible assets was $48 million and $76 million, respectively. Amortization of the existing technology intangible is charged to Cost of revenue while the amortization of the other intangible assets is included in Operating expenses in the Condensed Consolidated Statements of Operations. In the three months ended December 28, 2007, the Company recorded a write-off of in-process research and development related to the acquisition of MetaLINCS in the amount of $4 million, which is included in Product development in the Condensed Consolidated Statement of Operations.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

7.	Stock-Based Compensation

Stock-Based Benefit Plans

The Company’s stock-based benefit plans have been established to promote the Company’s long-term growth and financial success by providing incentives to its employees, directors, and consultants through grants of share-based awards. The provisions of the Company’s stock-based benefit plans, which allow for the grant of various types of equity-based awards, are also intended to provide greater flexibility to maintain the Company’s competitive ability to attract, retain and motivate participants for the benefit of the Company and its shareholders.

Seagate Technology 2004 Stock Compensation Plan — As of December 28, 2007, there were approximately 29.5 million shares available for issuance under the Seagate Technology 2004 Stock Compensation Plan.

At the Company’s 2007 Annual General Meeting on October 25, 2007, the Company’s shareholders approved the issuance of 925,000 restricted shares to senior officers of the Company. Subject to continued employment, these restricted shares will vest based upon the achievement of certain earnings per share performance objectives as defined in the performance bonus agreements. The requisite service periods for these awards do not commence until fiscal year 2009. As such, no compensation expense was recognized during the three and six months ended December 28, 2007.

Stock Purchase Plan — On July 31, 2007, the Company issued approximately 1.6 million common shares under its Employee Stock Purchase Plan (“ESPP”), with a weighted-average purchase price of $19.98. As of December 28, 2007, there were approximately 10.9 million common shares available for issuance under the ESPP.

Determining Fair Value of Stock Options

The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period or the remaining service (vesting) period.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

7.	Stock-Based Compensation (continued)

The fair value of the Company’s stock options granted to employees for the three and six months ended December 28, 2007 and December 29, 2006 was estimated using the following weighted-average assumptions:


	For the Three Months Ended		For the Six Months Ended
	December 28, 2007	December 29, 2006	December 28, 2007	December 29, 2006
Option Plan Shares
Expected term (in years)	4.0	4.0	4.0	4.0
Volatility	36%	39%	36%	39%
Expected dividend rate	1.5 –1.6%	1.5 –1.9%	1.5 – 1.7%	1.4 – 1.9%
Risk-free interest rate	3.3%	4.4%	3.3 – 4.2%	4.4 – 4.7%
Estimated annual forfeitures	4.5%	4.5%	4.5%	4.5%
Weighted-average fair value	$7.56	$7.25	$7.44	$7.26
ESPP Plan Shares
Expected term (in years)	0.5	0.5	0.5	0.5
Volatility	31%	34%	31%	34%
Expected dividend rate	1.7%	1.4%	1.7%	1.4%
Risk-free interest rate	5.0%	5.0%	5.0%	5.0%
Weighted-average fair value	$5.49	$5.35	$5.49	$5.35

Stock Compensation Expense

Stock Compensation Expense — The Company recorded $29 million and $58 million of stock-based compensation during the three and six months ended December 28, 2007, respectively. Of the $58 million recorded in the six months ended December 28, 2007, $9 million related to stock options assumed and nonvested shares exchanged in the Maxtor acquisition. The Company recorded approximately $31 million and $69 million of stock-based compensation during the three and six months ended December 29, 2006, respectively. Of the $69 million recorded in the six months ended December 29, 2006, $21 million related to stock options assumed and nonvested shares exchanged in the Maxtor acquisition. The Company has made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest.

Excess Tax Benefits from Stock Options — In accordance with guidance in SFAS No. 123(Revised 2004), Share-Based Payment, the cash flows resulting from excess tax benefits (tax benefits related to the excess of proceeds from employee exercises of stock options over the stock-based compensation cost recognized for those options) are classified as financing cash flows. The Company recorded approximately $2 million of excess tax benefits as a financing cash inflow during the three and six months ended December 28, 2007.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

8.	Guarantees

Indemnifications of Officers and Directors

The Company has entered into indemnification agreements, a form of which is incorporated by reference in the exhibits of this report, with the members of its board of directors to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any judicial, administrative or investigative proceeding in which the directors are sued as a result of their service as members of the Company’s board of directors.

Intellectual Property Indemnification Obligations

The Company has entered into agreements with customers and suppliers that include limited intellectual property indemnification obligations that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third party intellectual property claims arising from these transactions. The nature of the intellectual property indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to its customers and suppliers. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying Condensed Consolidated Financial Statements with respect to these indemnification obligations.

Product Warranty

The Company estimates and accrues product warranty costs at the time revenue is recognized. The Company generally warrants its products for periods from one to five years. The Company uses estimated repair or replacement costs and uses statistical modeling to estimate product return rates in order to determine its warranty obligations. In addition, estimated settlements for customer compensatory claims relating to product quality issues, if any, are accrued as warranty expense. Changes in the Company’s product warranty liability during the three and six months ended December 28, 2007 and December 29, 2006 were as follows:


	For the Three Months Ended						For the Six Months Ended
	December 28, 2007			December 29, 2006			December 28, 2007			December 29, 2006
	(in millions)
Balance, beginning of period	$	442		$	437		$	430		$	445
Warranties issued		67			55			127			112
Repairs and replacements		(66	)		(71	)		(137	)		(144	)
Changes in liability for pre- existing warranties, including expirations and customer compensatory claims		14			36			37			44

Balance, end of period	$	457		$	457		$	457		$	457

The Company offers extended warranties on certain of its products. Revenue on extended warranties is recognized ratably over the extended warranty period. Deferred revenue in relation to extended warranties has not been material to date.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

9.	Equity

Issuance of Common Shares

During the six months ended December 28, 2007, the Company issued approximately 9.0 million of its common shares from the exercise of stock options and approximately 1.6 million of its common shares related to the Company’s employee stock purchase plan.

Repurchases of Equity Securities

During the three months ended December 28, 2007, the Company repurchased 9.3 million shares through open market repurchases at an average price of $27.00 for a total of approximately $251 million. During the six months ended December 28, 2007, the Company repurchased 19.6 million shares through open market repurchases at an average price of $25.57 for a total of approximately $500 million. As of December 28, 2007, the Company had approximately $474 million remaining under the authorized $2.5 billion stock repurchase program.

10.

Litigation

See Part II, Item 1, “Legal Proceedings.”

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

11.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued Statement No. 141 (revised), Business Combinations (SFAS No. 141(R)). The standard changes the accounting for business combinations including the measurement of acquirer shares issued in consideration for a business combination, the recognition of contingent consideration, the accounting for pre-acquisition gain and loss contingencies, the recognition of capitalized in-process research and development, the accounting for acquisition-related restructuring cost accruals, the treatment of acquisition related transaction costs and the recognition of changes in the acquirer’s income tax valuation allowance. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The Company is currently evaluating the impact of the pending adoption of FAS 141(R) on its results of operations and financial condition.

In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No. 160). The standard changes the accounting for noncontrolling (minority) interests in consolidated financial statements including the requirements to classify noncontrolling interests as a component of consolidated stockholders’ equity, and the elimination of “minority interest” accounting in results of operations with earnings attributable to noncontrolling interests reported as part of consolidated earnings. Additionally, SFAS No. 160 revises the accounting for both increases and decreases in a parent’s controlling ownership interest. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The Company is currently evaluating the impact of the pending adoption of SFAS No. 160 on its results of operations and financial condition.

In June 2007, the FASB ratified Emerging Issues Task Force (EITF) 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities (EITF 07-3). EITF 07-3 requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities be deferred and capitalized and recognized as an expense as the goods are delivered or the related services are performed. EITF 07-3 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact of the pending adoption of EITF 07-3 on its results of operations and financial condition.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits companies to choose to measure certain financial instruments and other items at fair value. The standard requires that unrealized gains and losses are reported in earnings for items measured using the fair value option. SFAS No. 159 is effective for the Company beginning in the first quarter of fiscal year 2009. The Company is currently evaluating the effect that the adoption of SFAS No. 159 will have on its results of operations and financial condition.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB No. 87, 88, 106 and 132(R) (SFAS No. 158). One provision of SFAS No. 158 requires that the funded status of defined benefit postretirement plans be recognized on a company’s balance sheet, and that changes in the funded status be reflected in comprehensive income, and is effective for fiscal years ending after December 15, 2006. The Company adopted this provision of SFAS No. 158 in its fiscal year ended June 29, 2007 and the adoption did not result in a material impact on its Condensed Consolidated Statements of Operations or financial condition. SFAS No. 158 also requires companies to measure the funded status of the plan as of the date of its fiscal year-end, effective for fiscal years ending after December 15, 2008. The Company expects to adopt the measurement provisions of SFAS No. 158 in its fiscal year 2010, effective July 4, 2009. The Company does not expect the adoption of the measurement provisions of SFAS No. 158 to have a significant impact on its results of operations and financial condition.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

11.

Recently Issued Accounting Pronouncements (continued)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. However, for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for the Company beginning in the first quarter of fiscal year 2009. The Company is currently evaluating the effect that the adoption of SFAS No. 157 will have on its results of operations and financial condition.

12.

Condensed Consolidating Financial Information

The Company has guaranteed obligations of Seagate Technology HDD Holdings (“HDD”) under senior notes totaling $1.5 billion comprised of $300 million aggregate principal amount of Floating Rate Senior Notes due October 2009 (the “2009 Notes”), $600 million aggregate principal amount of 6.375% Senior Notes due October 2011 (the “2011 Notes”) and $600 million aggregate principal amount of 6.8% Senior Notes due October 2016 (the “2016 Notes”, and together with the 2009 Notes and the 2011 Notes, the “Senior Notes”), on a full and unconditional basis, and prior to October 25, 2006 when the Company’s 8% Senior Notes due May 2009 (“8% Notes”) were redeemed, the Company had guaranteed HDD’s obligations under the 8% Notes. The following tables present parent guarantor, subsidiary issuer and combined non-guarantors Condensed Consolidating Balance Sheets of the Company and its subsidiaries at December 28, 2007 and June 29, 2007, the Condensed Consolidating Statements of Operations for the three and six months ended December 28, 2007 and December 29, 2006, and the Condensed Consolidating Statements of Cash Flows for the six months ended December 28, 2007 and December 29, 2006. The information classifies the Company’s subsidiaries into Seagate Technology-parent company guarantor, HDD-subsidiary issuer, and the Combined Non-Guarantors based upon the classification of those subsidiaries. Under each of these instruments, dividends paid by HDD or its restricted subsidiaries would constitute restricted payments and loans between the Company and HDD or its restricted subsidiaries would constitute affiliate transactions. Certain intercompany balances have been reclassified to conform to the current presentation.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Balance Sheet

December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor		HDD Subsidiary Issuer		Combined Non- Guarantors		Eliminations			Seagate Technology Consolidated
Cash and cash equivalents	$	12	$	—	$	1,421	$	—		$	1,433
Short-term investments		—		—		317		—			317
Accounts receivable, net		—		—		1,600		(7	)		1,593
Intercompany receivable		—		—		21		(21	)		—
Inventories		—		—		830		—			830
Other current assets		—		—		688		(4	)		684

Total Current Assets		12		—		4,877		(32	)		4,857
Property, equipment and leasehold improvements, net		—		—		2,267		—			2,267
Goodwill		—		—		2,385		—			2,385
Other intangible assets, net		—		—		157		—			157
Equity investment in HDD		7,221		—		—		(7,221	)		—
Equity investments in Non-Guarantors		—		6,582		263		(6,845	)		—
Intercompany note receivable		—		2,145		607		(2,752	)		—
Other assets, net		—		15		935		—			950

Total Assets	$	7,233	$	8,742	$	11,491	$	(16,850	)	$	10,616

Accounts payable	$	—	$	—	$	1,783	$	(7	)	$	1,776
Intercompany payable		—		—		21		(21	)		—
Accrued employee compensation		—		—		297		—			297
Accrued expenses		6		24		752		—			782
Accrued income taxes		—		—		6		(4	)		2
Current portion of long-term debt		—		—		330		—			330

Total Current Liabilities		6		24		3,189		(32	)		3,187
Other non-current liabilities		—		—		613		—			613
Intercompany note payable		2,145		—		607		(2,752	)		—
Long-term debt, less current portion		—		1,497		237		—			1,734
Liability for deficit of Maxtor		—		—		602		(602	)		—

Total Liabilities		2,151		1,521		5,248		(3,386	)		5,534

Shareholders’ Equity		5,082		7,221		6,243		(13,464	)		5,082

Total Liabilities and Shareholders’ Equity	$	7,233	$	8,742	$	11,491	$	(16,850	)	$	10,616

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Balance Sheet

June 29, 2007

(In millions)


	Seagate Technology Parent Company Guarantor		HDD Subsidiary Issuer		Combined Non- Guarantors		Eliminations			Seagate Technology Consolidated
Cash and cash equivalents	$	4	$	—	$	984	$	—		$	988
Short-term investments		—		—		156		—			156
Accounts receivable, net		—		—		1,401		(18	)		1,383
Intercompany receivable		—		—		30		(30	)		—
Inventories		—		—		794		—			794
Other current assets		—		—		480		—			480

Total Current Assets		4		—		3,845		(48	)		3,801
Property, equipment and leasehold improvements, net		—		—		2,278		—			2,278
Goodwill		—		—		2,300		—			2,300
Other intangible assets, net		—		—		188		—			188
Equity investment in HDD		6,401		—		—		(6,401	)		—
Equity investments in Non-Guarantors		—		6,244		292		(6,536	)		—
Intercompany note receivable		—		1,661		541		(2,202	)		—
Other assets, net		—		17		888		—			905

Total Assets	$	6,405	$	7,922	$	10,332	$	(15,187	)	$	9,472

Accounts payable	$	—	$	—	$	1,319	$	(18	)	$	1,301
Intercompany payable		6		—		24		(30	)		—
Accrued employee compensation		—		—		157		—			157
Accrued expenses		1		25		760		—			786
Accrued income taxes		—		—		75		—			75
Current portion of long-term debt		—		—		330		—			330

Total Current Liabilities		7		25		2,665		(48	)		2,649
Other non-current liabilities		—		—		353		—			353
Intercompany note payable		1,661		—		541		(2,202	)		—
Long-term debt, less current portion		—		1,496		237		—			1,733
Liability for deficit of Maxtor		—		—		543		(543	)		—

Total Liabilities		1,668		1,521		4,339		(2,793	)		4,735

Shareholders’ Equity		4,737		6,401		5,993		(12,394	)		4,737

Total Liabilities and Shareholders’ Equity	$	6,405	$	7,922	$	10,332	$	(15,187	)	$	9,472

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Three Months Ended December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor		HDD Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—	$	—		$	3,420		$	—		$	3,420
Cost of revenue		—		—			2,531			—			2,531
Product development		—		—			262			—			262
Marketing and administrative				—			167			—			167
Amortization of intangibles		—		—			13			—			13
Restructuring and other, net		—		—			27			—			27

Total operating expenses		—		—			3,000			—			3,000

Income from operations		—		—			420			—			420
Interest income		—		—			29			(10	)		19
Interest expense		—		(23	)		(21	)		10			(34	)
Equity in income of HDD		403		—			—			(403	)		—
Equity in income (loss) of Non-Guarantors		—		426			(18	)		(408	)		—
Other, net		—		—			18			—			18

Other income (expense), net		403		403			8			(811	)		3

Income before income taxes		403		403			428			(811	)		423
Provision for income taxes		—		—			20			—			20

Net income	$	403	$	403		$	408		$	(811	)	$	403

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Six Months Ended December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor			HDD Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—		$	—		$	6,705		$	—		$	6,705
Cost of revenue		—			—			5,008			—			5,008
Product development		—			—			504			—			504
Marketing and administrative		1			—			318			—			319
Amortization of intangibles		—			—			27			—			27
Restructuring and other, net		—			—			32			—			32

Total operating expenses		1			—			5,889			—			5,890

(Loss) income from operations		(1	)		—			816			—			815
Interest income		—			—			55			(20	)		35
Interest expense		—			(47	)		(39	)		20			(66	)
Equity in income of HDD		759			—			—			(759	)		—
Equity in income (loss) of Non-Guarantors		—			806			(45	)		(761	)		—
Other, net		—			—			14			—			14

Other income (expense), net		759			759			(15	)		(1,520	)		(17	)

Income before income taxes		758			759			801			(1,520	)		798
Provision for income taxes		—			—			40			—			40

Net income	$	758		$	759		$	761		$	(1,520	)	$	758

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Cash Flows

Six Months Ended December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor			HDD Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
OPERATING ACTIVITIES
Net income	$	758		$	759		$	761		$	(1,520	)	$	758
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			420			—			420
Stock-based compensation		—			—			58			—			58
Equity in (income) of HDD		(759	)		—			—			759			—
Equity in (income) loss of Non-Guarantors		—			(806	)		45			761			—
Other non-cash operating activities, net		—			3			—			—			3
Changes in operating assets and liabilities, net		—			(3	)		242			—			239

Net cash (used in) provided by operating activities		(1	)		(47	)		1,526			—			1,478
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		—			—			(362	)		—			(362	)
Purchase of short-term investments		—			—			(383	)		—			(383	)
Maturities and sales of short-term investments		—			—			222			—			222
Acquisitions, net of cash and cash equivalents acquired		—			—			(78	)		—			(78	)
Other investing activities, net		—			—			41			—			41

Net cash used in investing activities		—			—			(560	)		—			(560	)
FINANCING ACTIVITIES
Loan from HDD to Parent		484			(484	)		—			—			—
Investment by HDD in Non-Guarantor		—			(2	)		2			—			—
Distribution from Non-Guarantor to HDD		—			533			(533	)		—			—
Proceeds from exercise of employee stock options and employee stock purchase plan		132			—			—			—			132
Dividends to shareholders		(107	)		—			—			—			(107	)
Repurchase of common shares		(500	)		—			—			—			(500	)
Other financing activities, net		—			—			2			—			2

Net cash provided by (used in) financing activities		9			47			(529	)		—			(473	)

Increase in cash and cash equivalents		8			—			437			—			445
Cash and cash equivalents at the beginning of the period		4			—			984			—			988

Cash and cash equivalents at the end of the period	$	12		$	—		$	1,421		$	—		$	1,433

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Three Months Ended December 29, 2006

(In millions)


	Seagate Technology Parent Company Guarantor			HDD Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—		$	—		$	3,268		$	(272	)	$	2,996
Cost of revenue		—			—			2,722			(272	)		2,450
Product development		—			—			226			—			226
Marketing and administrative		1			—			140			—			141
Amortization of intangibles		—			—			12			—			12
Restructuring		—			—			1			—			1

Total operating expenses		1			—			3,101			(272	)		2,830

(Loss) income from operations		(1	)		—			167			—			166
Interest income		1			9			23			(8	)		25
Interest expense		—			(47	)		(16	)		8			(55	)
Equity in income of HDD		140			—			—			(140	)		—
Equity in income (loss) of Non-Guarantors		—			178			(229	)		51			—
Other, net		—			—			9			—			9

Other income (expense), net		141			140			(213	)		(89	)		(21	)

Income (loss) before income taxes		140			140			(46	)		(89	)		145
Provision for income taxes		—			—			5			—			5

Net income (loss)	$	140		$	140		$	(51	)	$	(89	)	$	140

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Six Months Ended December 29, 2006

(In millions)


	Seagate Technology Parent Company Guarantor			HDD Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—		$	—		$	6,651		$	(591	)	$	5,788
Cost of revenue		—			—			5,663			(591	)		4,800
Product development		—			—			470			—			470
Marketing and administrative		2			—			318			—			320
Amortization of intangibles		—			—			23			—			23
Restructuring		—			—			(3	)		—			(3	)

Total operating expenses		2			—			6,471			(591	)		5,610

(Loss) income from operations		(2	)		—			180			—			178
Interest income		1			17			59			(33	)		44
Interest expense		(2	)		(72	)		(33	)		33			(74	)
Equity in income of HDD		162			—			—			(162	)		—
Equity in income (loss) of Non-Guarantors		—			217			(543	)		326			—
Other, net		—			—			11			—			11

Other income (expense), net		161			162			(506	)		164			(19	)

Income (loss) before income taxes		159			162			(326	)		164			159
(Benefit from) provision for income taxes		—			—			—			—			—

Net income (loss)	$	159		$	162		$	(326	)	$	164		$	159

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Cash Flows

Six Months Ended December 29, 2006

(In millions)


	Seagate Technology Parent Company Guarantor			HDD Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
OPERATING ACTIVITIES
Net income (loss)	$	159		$	162		$	(326	)	$	164		$	159
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			414			—			414
Stock-based compensation		—			—			69			—			69
Allowance for doubtful accounts receivable		—			—			42			—			42
Redemption of 8% Senior Notes		—			19			—			—			19
Equity in income of HDD		(162	)		—			—			162			—
Equity in (income) loss of Non-Guarantors		—			(217	)		543			(326	)		—
Other non-cash operating activities, net		—			(1	)		2			—			1
Changes in operating assets and liabilities, net		15			(1	)		(417	)		—			(403	)

Net cash provided by (used in) operating activities		12			(38	)		327			—			301
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		—			—			(466	)		—			(466	)
Proceeds from sales of fixed assets		—			—			28			—			28
Purchase of short-term investments		—			(85	)		(237	)		—			(322	)
Maturities and sales of short-term investments		—			85			602			—			687
Other investing activities, net		—			—			(29	)		—			(29	)

Net cash used in investing activities		—			—			(102	)		—			(102	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt		—			1,477			—			—			1,477
Redemption of 8% Senior Notes		—			(400	)		—			—			(400	)
Redemption premium on 8% Senior Notes		—			(16	)		—			—			(16	)
Loan from HDD to Parent		1,103			(1,103	)		—			—			—
Loan repayment to HDD from Non-Guarantor		—			329			(329	)		—			—
Loan repayment to Non-Guarantor from HDD		—			(839	)		839			—			—
Distribution from Non-Guarantor to HDD		—			859			(859	)		—			—
Proceeds from exercise of employee stock options and employee stock purchase plan		104			—			—			—			104
Dividends to shareholders		(104	)		—			—			—			(104	)
Repurchases of common shares and payments made under prepaid forward agreements		(1,075	)		—			—			—			(1,075	)
Other financing activities, net		—			1			—			—			1

Net cash provided by (used in) financing activities		28			308			(349	)		—			(13	)

Increase (decrease) in cash and cash equivalents		40			270			(124	)		—			186
Cash and cash equivalents at the beginning of the period		—			1			909			—			910

Cash and cash equivalents at the end of the period	$	40		$	271		$	785		$	—		$	1,096

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

On May 19, 2006, in connection with the acquisition of Maxtor, the Company, Maxtor and the trustee under the indenture for the 2.375% Notes and 6.8% Notes entered into a supplemental indenture pursuant to which such notes became convertible into the Company’s common shares. In addition, the Company agreed to fully and unconditionally guarantee the 2.375% Notes and 6.8% Notes on a senior unsecured basis. The Company’s obligations under its guarantee rank in right of payment with all of its existing and future senior unsecured indebtedness. The indenture does not contain any financial covenants and does not restrict Maxtor from paying dividends, incurring additional indebtedness or issuing or repurchasing its other securities (see Note 2). The following tables present parent guarantor, subsidiary issuer and combined non-guarantors Condensed Consolidating Balance Sheets of the Company and its subsidiaries at December 28, 2007 and June 29, 2007, the Condensed Consolidating Statements of Operations for the three and six months ended December 28, 2007 and December 29, 2006, and the Condensed Consolidating Statements of Cash Flows for the six months ended December 28, 2007 and December 29, 2006. The information classifies the Company’s subsidiaries into Seagate Technology-parent company guarantor, Maxtor-subsidiary issuer and the Combined Non-Guarantors based on the classification of those subsidiaries under the terms of the 2.375% Notes and 6.8% Notes. Certain intercompany balances have been reclassified to conform to the current presentation.

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Balance Sheet

December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor		Maxtor Subsidiary Issuer			Combined Non- Guarantors		Eliminations			Seagate Technology Consolidated
Cash and cash equivalents	$	12	$	1		$	1,420	$	—		$	1,433
Short-term investments		—		—			317		—			317
Accounts receivable, net		—		—			1,600		(7	)		1,593
Intercompany receivable		—		—			21		(21	)		—
Inventories		—		1			829		—			830
Other current assets		—		120			568		(4	)		684

Total Current Assets		12		122			4,755		(32	)		4,857
Property, equipment and leasehold improvements, net		—		11			2,256		—			2,267
Goodwill		—		—			2,385		—			2,385
Other intangible assets, net		—		—			157		—			157
Equity investments in Non-Guarantors		7,221		263			6,582		(14,066	)		—
Intercompany note receivable		—		—			2,752		(2,752	)		—
Other assets, net		—		379			571		—			950

Total Assets	$	7,233	$	775		$	19,458	$	(16,850	)	$	10,616

Accounts payable	$	—	$	7		$	1,776	$	(7	)	$	1,776
Intercompany payable		—		21			—		(21	)		—
Accrued employee compensation		—		—			297		—			297
Accrued expenses		6		31			745		—			782
Accrued income taxes		—		6			—		(4	)		2
Current portion of long-term debt		—		330			—		—			330

Total Current Liabilities		6		395			2,818		(32	)		3,187
Other non-current liabilities		—		198			415		—			613
Intercompany note payable		2,145		607			—		(2,752	)		—
Long-term debt, less current portion		—		177			1,557		—			1,734
Liability for deficit of Maxtor		—		—			602		(602	)		—

Total Liabilities		2,151		1,377			5,392		(3,386	)		5,534

Shareholders’ Equity (Deficit)		5,082		(602	)		14,066		(13,464	)		5,082

Total Liabilities and Shareholders’ Equity	$	7,233	$	775		$	19,458	$	(16,850	)	$	10,616

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Balance Sheet

June 29, 2007

(In millions)


	Seagate Technology Parent Company Guarantor		Maxtor Subsidiary Issuer			Combined Non- Guarantors		Eliminations			Seagate Technology Consolidated
Cash and cash equivalents	$	4	$	3		$	981	$	—		$	988
Short-term investments		—		—			156		—			156
Accounts receivable, net		—		—			1,401		(18	)		1,383
Intercompany receivable		—		—			30		(30	)		—
Inventories		—		3			791		—			794
Other current assets		—		74			406		—			480

Total Current Assets		4		80			3,765		(48	)		3,801
Property, equipment and leasehold improvements, net		—		17			2,261		—			2,278
Goodwill		—		—			2,300		—			2,300
Other intangible assets, net		—		—			188		—			188
Equity investments in Non-Guarantors		6,401		292			6,244		(12,937	)		—
Intercompany note receivable		—		—			2,202		(2,202	)		—
Other assets, net		—		308			597		—			905

Total Assets	$	6,405	$	697		$	17,557	$	(15,187	)	$	9,472

Accounts payable	$	—	$	18		$	1,301	$	(18	)	$	1,301
Intercompany payable		6		24			—		(30	)		—
Accrued employee compensation		—		—			157		—			157
Accrued expenses		1		58			727		—			786
Accrued income taxes		—		14			61		—			75
Current portion of long-term debt		—		330			—		—			330

Total Current Liabilities		7		444			2,246		(48	)		2,649
Other non-current liabilities		—		79			274		—			353
Intercompany note payable		1,661		541			—		(2,202	)		—
Long-term debt, less current portion		—		176			1,557		—			1,733
Liability for deficit of Maxtor		—		—			543		(543	)		—

Total Liabilities		1,668		1,240			4,620		(2,793	)		4,735

Shareholders’ Equity (Deficit)		4,737		(543	)		12,937		(12,394	)		4,737

Total Liabilities and Shareholders’ Equity	$	6,405	$	697		$	17,557	$	(15,187	)	$	9,472

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Three Months Ended December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor		Maxtor Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—	$	1		$	3,419		$	—		$	3,420
Cost of revenue		—		2			2,529			—			2,531
Product development		—		2			260			—			262
Marketing and administrative		—		1			166			—			167
Amortization of intangibles		—		—			13			—			13
Restructuring and other, net		—		—			27			—			27

Total operating expenses		—		5			2,995			—			3,000

Income (loss) from operations		—		(4	)		424			—			420
Interest income		—		—			29			(10	)		19
Interest expense		—		(17	)		(27	)		10			(34	)
Equity in loss of Maxtor		—		—			(20	)		20			—
Equity in income of Non-Guarantors		403		1			427			(831	)		—
Other, net		—		—			18			—			18

Other income (expense), net		403		(16	)		427			(811	)		3

Income (loss) before income taxes		403		(20	)		851			(811	)		423
Provision for income taxes		—		—			20			—			20

Net income (loss)	$	403	$	(20	)	$	831		$	(811	)	$	403

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Six Months Ended December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor			Maxtor Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—		$	8		$	6,697		$	—		$	6,705
Cost of revenue		—			10			4,998			—			5,008
Product development		—			5			499			—			504
Marketing and administrative		1			5			313			—			319
Amortization of intangibles		—			—			27			—			27
Restructuring and other, net		—			—			32			—			32

Total operating expenses		1			20			5,869			—			5,890

(Loss) income from operations		(1	)		(12	)		828			—			815
Interest income		—			—			55			(20	)		35
Interest expense		—			(34	)		(52	)		20			(66	)
Equity in loss of Maxtor		—			—			(46	)		46			—
Equity in income of Non-Guarantors		759			—			807			(1,566	)		—
Other, net		—			—			14			—			14

Other income (expense), net		759			(34	)		778			(1,520	)		(17	)

Income (loss) before income taxes		758			(46	)		1,606			(1,520	)		798
Provision for income taxes		—			—			40			—			40

Net income (loss)	$	758		$	(46	)	$	1,566		$	(1,520	)	$	758

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Cash Flows

Six Months Ended December 28, 2007

(In millions)


	Seagate Technology Parent Company Guarantor			Maxtor Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
OPERATING ACTIVITES
Net income (loss)	$	758		$	(46	)	$	1,566		$	(1,520	)	$	758
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		—			3			417			—			420
Stock-based compensation		—			8			50			—			58
Equity in loss of Maxtor		—			—			46			(46	)		—
Equity in (income) loss of Non-Guarantors		(759	)		—			(807	)		1,566			—
Other non-cash operating activities, net		—			7			(4	)		—			3
Changes in operating assets and liabilities, net		—			(50	)		289			—			239

Net cash (used in) provided by operating activities		(1	)		(78	)		1,557			—			1,478
INVESTING ACTIVITIES
Acquisition of property, equipment and leasehold improvements		—			—			(362	)		—			(362	)
Purchase of short-term investments		—			—			(383	)		—			(383	)
Maturities and sales of short-term investments		—			—			222			—			222
Acquisitions, net of cash and cash equivalents acquired		—			—			(78	)		—			(78	)
Other investing activities, net		—			—			41			—			41

Net cash used in investing activities		—			—			(560	)		—			(560	)
FINANCING ACTIVITIES
Loan from Non-Guarantor to Parent		484			—			(484	)		—			—
Loan from Non-Guarantor to Maxtor		—			66			(66	)		—			—
Distribution from Non-Guarantor to HDD		—			—			(533	)		533			—
Distribution to HDD from Non-Guarantor		—			—			533			(533	)		—
Distribution from Non-Guarantor to Maxtor		—			10			(10	)		—			—
Proceeds from exercise of employee stock options and employee stock purchase plan		132			—			—			—			132
Dividends to shareholders		(107	)		—			—			—			(107	)
Repurchases of common shares		(500	)		—			—			—			(500	)
Other financing activities, net		—			—			2			—			2

Net cash provided by (used in) financing activities		9			76			(558	)		—			(473	)

Increase (decrease) in cash and cash equivalents		8			(2	)		439			—			445
Cash and cash equivalents at the beginning of the period		4			3			981			—			988

Cash and cash equivalents at the end of the period	$	12		$	1		$	1,420		$	—		$	1,433

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Three Months Ended December 29, 2006

(In millions)


	Seagate Technology Parent Company Guarantor			Maxtor Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—		$	121		$	3,147		$	(272	)	$	2,996
Cost of revenue		—			147			2,575			(272	)		2,450
Product development		—			(10	)		236			—			226
Marketing and administrative		1			(4	)		144			—			141
Amortization of intangibles		—			4			8			—			12
Restructuring		—			—			1			—			1

Total operating expenses		1			137			2,964			(272	)		2,830

(Loss) income from operations		(1	)		(16	)		183			—			166
Interest income		1			1			31			(8	)		25
Interest expense		—			(15	)		(48	)		8			(55	)
Equity in loss of Maxtor		—			—			(133	)		133			—
Equity in income (loss) of Non-Guarantors		140			(96	)		178			(222	)		—
Other, net		—			(7	)		16			—			9

Other income (expense), net		141			(117	)		44			(89	)		(21	)

Income (loss) before income taxes		140			(133	)		227			(89	)		145
Provision for income taxes		—			—			5			—			5

Net income (loss)	$	140		$	(133	)	$	222		$	(89	)	$	140

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Operations

Six Months Ended December 29, 2006

(In millions)


	Seagate Technology Parent Company Guarantor			Maxtor Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
Revenue	$	—		$	261		$	6,390		$	(863	)	$	5,788
Cost of revenue		—			350			5,313			(863	)		4,800
Product development		—			8			462			—			470
Marketing and administrative		2			22			296			—			320
Amortization of intangibles		—			7			16			—			23
Restructuring		—			—			(3	)		—			(3	)

Total operating expenses		2			387			6,084			(863	)		5,610

(Loss) income from operations		(2	)		(126	)		306			—			178
Interest income		1			1			74			(32	)		44
Interest expense		(2	)		(32	)		(72	)		32			(74	)
Equity in loss of Maxtor		—			—			(350	)		350			—
Equity in income (loss) of Non-Guarantors		162			(193	)		217			(186	)		—
Other, net		—			—			11			—			11

Other income (expense), net		161			(224	)		(120	)		164			(19	)

Income (loss) before income taxes		159			(350	)		186			164			159
Benefit from income taxes		—			—			—			—			—

Net income (loss)	$	159		$	(350	)	$	186		$	164		$	159

SEAGATE TECHNOLOGY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

12.

Condensed Consolidating Financial Information (continued)

Consolidating Statement of Cash Flows

Six Months Ended December 29, 2006

(In millions)


	Seagate Technology Parent Company Guarantor			Maxtor Subsidiary Issuer			Combined Non- Guarantors			Eliminations			Seagate Technology Consolidated
OPERATING ACTIVITIES
Net income (loss)	$	159		$	(350	)	$	186		$	164		$	159
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		—			27			387			—			414
Stock-based compensation		—			19			50			—			69
Allowance for doubtful accounts receivable		—			—			42			—			42
Redemption of 8% Senior Notes		—			—			19			—			19
Equity in loss of Maxtor		—			—			350			(350	)		—
Equity in (income) loss of Non-Guarantors		(162	)		193			(217	)		186			—
Other non-cash operating activities, net		—			—			1			—			1
Changes in operating assets and liabilities, net		15			(21	)		(397	)		—			(403	)

Net cash provided by (used in) operating activities		12			(132	)		421			—			301
INVESTING ACTIVITIES

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