Maxtor Corporation, Form 8-K, 1/21/2004

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


Delaware (State or other jurisdiction of incorporation)		1-16447 (Commission File No.)		77-0123732 (I.R.S. Employer Identification No.)

On January 21, 2004, Maxtor Corporation (the “Company”) announced its financial results for the fourth quarter ended December 27, 2003. Revenue for the quarter was $1.171 billion. The Company reported net income on a GAAP basis of $38.8 million, or $0.15 per diluted share. Included in GAAP net income was a charge of $23.6 million for the amortization of intangible assets and $0.2 million in stock-based compensation expense. GAAP net income also included income from discontinued operations of $2.2 million, or $0.01 per diluted share. On a non-GAAP basis, excluding these charges, Maxtor reported income from continuing operations of $60.4 million, or $0.24 per diluted share. In the fourth quarter of 2002, revenue was $1.038 billion. Net income on a GAAP basis was $3.6 million, or $0.01 per diluted share. The GAAP net income in the fourth quarter of 2002 included a charge for the amortization of intangible assets, stock-based compensation expense and severance expense related to a reduction in force, totaling $33.7 million. On a non-GAAP basis, excluding these charges, net income in the fourth quarter of 2002 was $37.3 million, or $0.15 per diluted share.

The Company shipped 15.8 million hard disk drives in the fourth quarter 2003. Desktop drive shipments in the fourth quarter totaled 14.9 million. During the quarter, Maxtor added two major consumer electronics OEM customers and shipped 1,641,000 drives to CE OEMs. Shipments of SCSI drives increased in the fourth quarter to 854,000 compared with 709,000 in the third quarter of 2003.

The Company has attached its Balance Sheet as of December 27, 2003 and Statements of Operations for the three and twelve month periods ended December 27, 2003, as Exhibit 99.1.


Exhibit 99.1		Maxtor Corporation Balance Sheet as of December 27, 2003 and Statements of Operations for the three and twelve month periods ended December 27, 2003, as announced on January 21, 2004.
Exhibit 99.2		Earnings release, dated January 21, 2004, regarding the fourth quarter 2003 results of Maxtor Corporation.

The information in this Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On January 21, 2004, Maxtor Corporation issued a press release announcing its financial results for the fiscal quarter ended December 27, 2003 and held a conference call regarding those results.

The press release relating to the financial results for the fiscal quarter ended December 27, 2003 is attached hereto as Exhibit 99.2.

The Company provides in the press release and conference call certain non-GAAP financial measures, including non-GAAP net income and non-GAAP net income per share. As used herein, “GAAP” refers to accounting principles generally accepted in the United States. These non-GAAP financial measures exclude from the directly comparable GAAP measures, amortization of intangible assets and stock compensation expense. As required by Regulation G, the press release contains a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures. The Company believes the non-GAAP measures are useful to investors because they provide an alternative method for measuring the operating performance of the Company’s business, excluding certain non-cash items relating to the Company’s April 2001 acquisition of the Quantum HDD business which charges will decline in stages over the next ten quarters and which would normally be included in the most directly comparable GAAP financial measure. The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s

operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.

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, thereto duly authorized.


		MAXTOR CORPORATION


		By:		/s/ Glenn H. Stevens

		Name:		Glenn H. Stevens
		Title:		Sr. Vice President, General Counsel and Secretary


Exhibit		Description

99.1		Maxtor Corporation Balance Sheet as of December 27, 2003 and Statements of Operations for the three and twelve month periods ended December 27, 2003, as announced on January 21, 2004.

99.2		Earnings release, dated January 21, 2004, regarding the fourth quarter 2003 results of Maxtor Corporation.


	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT 99.1
EXHIBIT 99.2

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