We are athe worldwide leader in the design, manufacturing and marketing of rigid disc drives. Businesses, other organizations and individuals use rigidRigid disc drives, which are commonly referred to as hard drives, are used as the primary medium for storing electronic information in computer systems ranging from desktop computers and consumer electronics to data centers delivering information over corporate networkscenters. According to IDC, we are the largest manufacturer of rigid disc drives in terms of unit shipments, with a 28.3% market share for the six months ended June 30, 2002 and the Internet.a 23.5% market share for calendar year 2001. We produce a broad range of rigid disc drive products that make us a leader in both the enterprise sector of our industry, where our products are primarily used in Internetenterprise servers, mainframes and workstations, and the desktoppersonal storage sector of our industry, where our products are used in desktop personal computers, or PCs.PCs, and consumer electronics.

We believehave achieved our leadership position through ownership of critical component technologies, a commitment to advanced research and development capabilities, combined withand a focus on manufacturing and supply chain efficiency and flexibility. We believe our vertically integrated manufacturing facilities, provide us with acurrent industry leadership position in bringing a broad range of next generation information storage products to market. Recently we have made extensive improvements to ourtechnology and manufacturing efficiency has been achieved through our “Factorysuccessful ongoing execution of the Future” initiative. As part of this effort,our long-term strategic plan, which we increased the degree of automationdeveloped in our manufacturing facilities while reducing the overall number of facilities we operate, reconfigured our production lines to accommodate multiple products without causing any operating disruptions and reduced worldwide employee headcount. We have successfully implemented these improvements while increasing our total unit production.1998. This long-term plan involves:

We sell our rigid disc drives primarily to major original equipment manufacturers, or OEMs, with whom we have longstanding relationships. These customers include Compaq, Dell Computer Corporation, EMC Corporation, Hewlett-Packard IBMCompany, International Business Machines Corporation and Sun Microsystems.Microsystems, Inc. We also have key relationships with major distributors, who sell our rigid disc drive products to small OEMs, dealers, system integrators and retailers in most geographic areas of the world.

Silver Lake Partners organized a group of private equity investment firms that, together with members of our current and former management group, indirectly own over 99% of Seagate Technology Holdings’ outstanding share capital. Specifically, our sponsor group consists of affiliates of Silver Lake Partners, Texas Pacific Group, August Capital, J.P. Morgan Partners, LLC and investment funds affiliated with Goldman, Sachs & Co. These sponsors indirectly own approximately 39%33%, 26%22%, 10%11%, 4%7% and 3%2%, respectively, of our outstanding shares.

The refinancing had approximately the following sources and uses of funds:

The following diagram provides a summary illustration of our corporate structure after giving effect to the refinancing. All companies shown below are 100% owned by their direct parent companies other than Seagate Technology Holdings, which is 99.7%99.4% owned by New SAC.

On May 13, 2002, weSeagate Technology HDD Holdings completed the private offering of its 8% senior notes due 2009. We refer to these 8% senior notes in this prospectus as the outstanding notes.

The issuer, Seagate Technology HDD Holdings, and the guarantor, Seagate Technology Holdings, of the outstanding notes entered into a registration rights agreement with the initial purchasers of the outstanding notes in which the issuer and the guarantor agreed to deliver to you this prospectus as part of the exchange offer, and the issuer agreed to use its reasonable best efforts to complete the exchange offer within 250 days after the date of original issuance of the outstanding notes. You are entitled to exchange the outstanding notes in the exchange offer that you currently hold for exchange notes that are identical in all material respects to the outstanding notes except:

If you do not exchange your outstanding notes for the exchange notes under the exchange offer, you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memorandum distributed in connection with the offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered, or are exempt from registration, under the Securities Act of 1933 and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act of 1933.

In addition, the tender of outstanding notes under the exchange offer will reduce the principal amount of those notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to a reduction in liquidity.

We are highly leveraged and have significant debt service obligations. For fiscal year 2002 and the combined results for fiscal year 2001, and for the nine months ended March 29, 2002, our interest expense was $78$77 million and $61$78 million, respectively. Earnings were insufficient to cover fixed charges by $627 million for the combined results in fiscal year 2001. Our ratio of earnings to fixed charges was 6.53.9 to 1 for the nine months ended March 29,fiscal year 2002. As of March 29,June 28, 2002, our total debt excluding liabilities of our subsidiaries, after giving effect to the refinancing, would have been approximatelywas $751 million, excluding unused commitments, and our total shareholders’ equity after giving effect to the refinancing, would have been $705was $641 million. In addition, we may incur additional debt from time to time to finance working capital, product development efforts, strategic acquisitions, investments and alliances, capital expenditures or other general corporate purposes, subject to the restrictions contained in the credit agreement that governs our new senior secured credit facilities, in the indenture that governs the notes and in any other agreement under which we incur indebtedness.

Our substantial debt could have important consequences to you, including the following:

We expect to obtain the cash necessary to make payments on the notes and the new senior secured credit facilities and to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances and other general corporate requirements from our operations and from other sources of funding available to us. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that we will realize currently anticipated cost savings, revenue growth and operating improvements on schedule or at all, that future borrowings will be available to us under the new senior secured credit facilities or that other sources of funding will be available to us, in each case, in amounts sufficient to enable us to service our debt, including the notes, or to fund our other liquidity needs. that:

If we cannot service our debt, we will have to take actions such as reducing or delaying capital expenditures, product development efforts, strategic acquisitions or investments and alliances, selling assets or restructuring or refinancing our debt, which could include the notes, or seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all. In addition, the terms of existing or future debt agreements, including the credit agreement relating to the new senior secured credit facilities and the indenture that governs the notes, may restrict us from pursuing any or all of these alternatives.

Our new senior secured credit facilities and the indenture that governs the notes permit us to incur a significant amount of additional debt.debt, as long as we remain in compliance with the covenants, including financial ratios, contained in those instruments. If we incur additional debt above the levels in effect upon the closing of the refinancing, the risks associated with our substantial leverage, including the risk that we will be unable to service our debt, could intensify.

The notes and the note guarantee are unsecured obligations, whereas the loans outstanding under the new senior secured credit facilities are secured. These loans are, subject to a number of exceptions, secured by a first priority security interest in substantially all the tangible and intangible assets of Seagate Technology HDD Holdings and its subsidiaries, as well as a pledge of the shares of Seagate Technology HDD Holdings and many of its subsidiaries. In the case of non-U.S. subsidiaries of Seagate Technology (US) Holdings, Inc., this pledge of shares is limited to a pledge of 65% of the shares of its non-U.S. subsidiaries. Borrowings under our new senior secured credit facilities are also secured by a first priority pledge of all intercompany indebtedness of Seagate Technology Holdings and many of its subsidiaries. In addition, borrowings under the new senior secured credit facilities will be secured by all the capital stock of any newly formed subsidiary of ours, subject to specified exceptions.

As a result of the refinancing, we have $350 million of senior secured debt outstanding, excluding unused commitments. In addition, we may incur other senior debt, which may be substantial in amount, and which may, in some circumstances, be secured.

Because the notes and the note guarantee are unsecured obligations, your right of repayment may be adversely affected if any of the following situations were to occur:

Seagate Technology HDD Holdings and Seagate Technology Holdings conduct a substantial portion of their operations through their subsidiaries. They will therefore be dependent upon dividends or other intercompany transfers of funds from their subsidiaries in order to meet their obligations under the notes and the note guarantee and to meet their other obligations. Generally, creditors of these subsidiaries will have claims to the assets and earnings of these subsidiaries that are superior to the claims of Seagate Technology HDD Holdings’ and Seagate Technology Holdings’ creditors, except to the extent the claims of those creditors are guaranteed by these subsidiaries. None of these subsidiaries will beis guaranteeing the notes.

In the event of the dissolution, bankruptcy, liquidation, other winding-up or reorganization of Seagate Technology HDD Holdings or Seagate Technology Holdings, the holders of the notes may not receive any amounts with respect to the notes or the note guarantee until after the payment in full of the claims of creditors of the subsidiaries of Seagate Technology HDD Holdings and Seagate Technology Holdings, as the case may be. The notes are unsecured obligations that are effectively subordinated to all of the secured indebtedness of Seagate Technology HDD Holdings, including the indebtedness under our new senior secured credit facilities, and the note guarantee of Seagate Technology Holdings is an unsecured obligation that is effectively subordinated to all of the secured indebtedness of Seagate Technology Holdings.

Although the indenture governing the notes limits the ability of the subsidiaries of Seagate Technology HDD Holdings to enter into consensual restrictions on their ability to pay dividends and make other payments to Seagate Technology HDD Holdings, these limitations have a number of significant qualifications and exceptions. For more information, see “Description of the Notes—Certain Covenants—LimitationsLimitation on Restrictions on Distributions from Restricted Subsidiaries.”

The indenture governing the notes and the credit agreement governing the new senior secured credit facilities impose, and the terms of any future debt may impose, operating and other restrictions on Seagate Technology HDD Holdings and its subsidiaries. These restrictions willlimit the ability of Seagate Technology HDD Holdings to incur additional indebtedness if the aggregate consolidated EBITDA of Seagate Technology HDD Holdings and its restricted subsidiaries to the total interest expense of those entities is less than or equal to 3.0 to

These covenants are subject to a number of important qualifications and exceptions, including exceptions that permit us to make significant distributions of cash. In addition, the obligation to comply with many of these covenants will not apply if the notes achieve investment grade status.

Our new senior secured credit facilities include other, different covenants and limit Seagate Technology HDD Holdings’ ability to prepay debt, including the notes, while debt under our new senior secured credit facilities is outstanding. The credit agreement governing the new senior secured credit facilities also requires us to achieve specified financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control.

The restrictions contained in the indenture governing the notes and the credit agreement governing the new senior secured credit facilities could:

A breach of any of these restrictive covenants or our inability to comply with the required financial ratios could result in a default under the credit agreement that governs the new senior secured credit facilities. If a default occurs, the lenders under the new senior secured credit facilities may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable, which would result in an event of default under the notes. The lenders under the new senior secured credit facilities will also have the right in these circumstances to terminate any commitments they have to provide further borrowings and may take other action that would restrict our ability to access cash for purposes of paying interest due on the notes. If Seagate Technology HDD Holdings and Seagate Technology (US) Holdings, Inc. are unable to repay outstanding borrowings when due, the lenders under the new senior secured credit facilities will also have the right to call on the guarantees and, ultimately, to proceed against the collateral granted to them to secure the debt. If the debt under the new senior secured credit facilities and the notes were to be accelerated, we cannot assure you that Seagate Technology HDD Holdings’ assets would be sufficient to repay in full that debt and its other debt, including the notes, or that Seagate Technology Holdings’ assets would be sufficient to satisfy its obligations under the note guarantee.

The change of control provisions contained in the indenture that governs the notes will not necessarily afford you protection in the event of a highly leveraged transaction that may adversely affect you, including a

We do not intend to list the exchange notes on any national securities exchange or to seek their quotation on any automated dealer quotation system. In addition, the market for non-investment grade debt has historically been subject to disruptions that have caused volatility in their prices independent of the operating and financial performance of the issuers of these securities. It is possible that the market for the exchange notes will be subject to these kinds of disruptions. Accordingly, declines in the liquidity and market price of the exchange notes may occur independent of our operating and financial performance. We cannot assure you that any liquid market for the exchange notes will develop.

The covenants under the indenture that governs the notes and the credit agreement that governs our new senior secured credit facilities allow us significant flexibility to distribute cash. On or about May 20, 2002, we expect to makeSeagate Technology Holdings made a distribution to ourits shareholders, including New SAC, to enable New SAC to make a distribution to its preferred shareholders. At about the same time, distributions are expected to bewere made to participants in Seagate Technology HDD Holdings’ and Seagate Technology SAN Holdings’ deferred compensation plans. The aggregate amount of these shareholder and deferred compensation plan distributions is expected to bewas approximately $200$199 million. Subject to the restrictive covenants contained in the indenture that governs the notes, the credit agreement that governs our new senior secured credit facilities and any other agreements under which we may incur indebtedness, we will continue to have the ability to, and we believe that we are likely to, distribute significant amounts of cash to New SAC to enable New SAC to make distributions to its preferred shareholders in the future. This will trigger an obligation to make proportional distributions to participants in Seagate Technology HDD Holdings’ and Seagate Technology SAN Holdings’ deferred compensation plans. See “Management—Employment and Other Agreements—Rollover Agreements and Deferred Compensation Plans” and “Description of the Notes—Certain Covenants—Limitation on Restricted Payments.”

The subsidiaries of Seagate Technology Holdings that operate its storage area network, or SAN, business, including Seagate Technology SAN Holdings and XIOtech Corporation, are not subject to the restrictive covenants or other provisions in the indenture that governs the notes and are not guarantors under the credit agreement that governs our new senior secured credit facilities. While we do not believe that the exclusion of these entities will adversely affect your ability to recover amounts due on the notes or the ability of our secured

Even during periods when demand is stable, the rigid disc drive industry is intensely competitive and vendors typically experience substantial price erosion over the life of a product. Historically ourOur competitors have historically offered new or existing products at lower prices as part of a strategy to gain or retain market share and customers. Wecustomers and we expect these practices to continue. We also expect that price erosion in the rigid disc drive industry will continue for the foreseeable future. Because maintaining or improving market share is fundamental to succeeding in our industry, we may need to reduce our prices to retain our market share, competitionwhich could adversely affect our results of operations. Moreover, a significant portion of our recent success is a result of increasing our market share at the expense of our competitors. Our current market share may be negatively affected by our customers’ preference to diversify their sources of supply or if they decide to meet their requirements by manufacturing rigid disc drives themselves, particularly in the enterprise sector. Any significant increase in market share by one of our competitors would likely result in a decline in our market share.

We have experienced and expect to continue to experience intense competition from a number of domestic and foreign companies, including other independent rigid disc drive manufacturers and large integratedcaptive manufacturers such as:

The term “independent” in this context refers to manufacturers that primarily produce rigid disc drives as a stand-alone product, and the term “integrated”“captive” refers to rigid disc drive manufacturers that produce complete computer or other systems whichthat contain rigid disc drives or other information storage products. IntegratedCaptive manufacturers are formidable competitors because they have the ability to determine pricing for complete systems without regard to the margins on individual components. Because components other than rigid disc drives generally contribute a greater portion of the operating margin on a complete computer system than do rigid disc drives, integratedcaptive manufacturers do not necessarily need to realize a profit on the rigid disc drives included in a computer system and, as a result, may be willing to sell rigid disc drives to third parties at very low margins. Many integratedcaptive manufacturers are also formidable competitors because they have more substantial resources and greater access to customers than we do.

Consolidation among integratedcaptive manufacturers may serve to increase this disparity. For example, IBM recently announced that it has reached a preliminary agreement with Hitachiagreed to merge theirits disc drive businessesbusiness with the disc drive business of Hitachi through the formation of a joint ventureseparate company that wouldwill initially be 70% owned by Hitachi. As part of this transaction, each of IBM and Hitachi announced that it has agreed to multi-year supply commitments with the new company. Because IBM is one of our most significant customers and Hitachi is one of our most significant competitors, if the joint venture is able to successfully integrate the rigid disc drive operations of the two companies, there is a significant risk that IBM will decrease the number of rigid disc drives purchased from us and increase

In addition, in response to customer demand for high-quality, high-volume and low-cost rigid disc drives, as subsystems for their computer and data communications equipment, manufacturers of rigid disc drives have had to develop large, in some cases global, production facilities with highly developed technological capabilities and internal controls, and the industry has undergone consolidation.controls. The development of large production facilities and industry consolidation can contribute to the intensification of competition.

In the past, our customers decidequarterly revenue and operating results fluctuated significantly from period to manufacture their own rigid disc drives or other information storage products, it could haveperiod. We expect this fluctuation to continue for a material adverse effect onvariety of reasons, including:

As a result, we believe that quarter-to-quarter comparisons of our business,revenue and operating results may not be meaningful, and that these comparisons may not be an accurate indicator of operations, financial condition and prospects. We also compete with manufacturers of products that use or are in the process of developing alternative data storage and retrieval technologies.our future performance.

Our rigid disc drives are components in computer systems.systems and storage subsystems. The demand for ourthese products therefore, depends to a significant degree upon demand for computer systems, which has been volatile. A primary market for the computer systems that contain our rigid disc drives is the retail consumer market. The strength of this market depends in large part on the level of consumer interest in personal computing and the ability of consumers to afford personal computers. In a weak economy, consumer spending tends to decline and retail demand for personal computersPCs tends to decrease, as does theenterprise demand for computer systems with commercial applications. Inand storage subsystems. Currently, demand for rigid disc drives in the past, unexpectedenterprise sector is being adversely impacted as a result of the slowing economy and because enterprises have shifted their focus from making new equipment purchases to more efficiently using their existing information technology infrastructure through, among other things, adopting new storage architectures. Unexpected slowdowns in demand for computer systems and storage subsystems have generally caused sharp declines in demand for rigid disc drive products. During economic slowdowns such as the one that occurred in 2001, our industry has experienced periods in which the supply of rigid disc drives has exceeded demand.

Additional causes of declines in demand for our products in the past have included announcements or introductions of major operating system or semiconductor improvements. We believe these announcements and introductions have from time to time caused consumers to defer their purchases and made inventory obsolete. Whenever an oversupply of rigid disc drives causes participants in our industry to have higher than anticipated inventory levels, we experience even more intense price competition from other rigid disc drive manufacturers than usual.

Over the last several years, the rate of increase of areal density, or the storage capacity per square inch on a rigid disc, drive, has grown at a much more rapid pace than it had previously. Higher areal densities mean that fewer read/write heads and rigid discs are required to achieve a given rigid disc drive storage capacity. In addition, advances in computer hardware and software have led to the demand for successive generations of storage products with increased storage capacity and/or improved performance and reliability. Product life cycles have shortened because of recent rapid increases in areal density. The consequence is more frequent introductions of new generations of rigid disc drives that are more efficient and cost effective than those of previous generations. Shorter product cycles make it more difficult to recover the cost of product development because those costs must be recovered over increasingly shorter periods of time during the life cycles of products. WeWhile we believe that the current rate of increases in areal density is lower than the rate of the last several years, we expect this trendthat areal density will continue to continueincrease and cannot assure you that we will be able to recover the cost of product development in the future.

Short product life cycles also require us to engage regularly in new product qualification of next generation productsqualifications with our customers.customers and we expect to engage in several competitive product qualifications during the balance of this calendar year and on an ongoing basis in future years. We believe that one consequence of shorter product life cycles is that original equipment manufacturers, or OEMs, will be less likely to qualify multiple sources of supply, thereby increasing our need to develop new products quickly to ensure that we are the primary source of supply for our customers. This means that in order for our products to be considered by our customers for qualification, we must be among the leaders in time-to-market with those new products. Once a product is accepted for qualification testing, any failure or delay in the qualification process can result in our losing sales to that customer until the next generation ofnew products isare introduced. The effect of missing a product qualification opportunity is magnified by the limited number of high volume computer manufacturers, many of which continue to increase their share of the personal computer market.high-volume OEMs. These risks are further magnified because we expect cost improvements and competitive pressures to result in declining sales and declining gross margins on our current generation products. We cannot assure you that we will be among the

To achieve consistent success with our OEM customers, we must be an early provider of next generationnew types of rigid disc drives featuring leading, high qualityhigh-quality technology. Our operating results in the past two years and in the future will substantially depend upon our ability to be among the first-to-market with new product offerings in the desktop and enterprise markets. Our market share will be adversely affected, which would harm our operating results, if we fail to:

Moreover, we face the related risk that consumers and businesses may wait to make their purchases if they want to buy a new product that has been shipped or announced, but not yet released. If this were to occur, we may be unable to sell our existing inventory of products that may have become less efficient and cost effective compared to new products. As a result, even if we are among the first-to-market with a given product, subsequent introductions or announcements by our competitors of next generationnew products could cause us to lose revenue and not achieve a positive return on our investment in existing products and inventory.

Our strategy involves, to a substantial degree, increasing revenue while at the same time reducing operating expenses. In furtherance of this strategy, we have engaged in ongoing, company-wide manufacturing efficiency activities intended to increase productivity and reduce costs. These activities have included closures and transfers of facilities, significant personnel reductions and efforts to increase automation. We cannot assure you that our efforts will result in the increased profitability, cost savings or other benefits that management expects. Moreover, the reduction of personnel and closure of facilities may adversely affect our ability to manufacture our products in required volumes to meet customer demand and may result in other disruptions that affect our products and customer service. In addition, the transfer of manufacturing capacity of a product to a different facility frequently requires qualification of the new facility by some of our OEM customers. We cannot assure

Our customers have demanded new generations of rigid disc drive products as advances in computer hardware and software have created the need for improved storage products with features such as increased storage capacity, improved performance and reliability orof smaller form factors. We and our competitors have developed improved products, and we will need to continue to do so in the future. As a result of these advances, the life cycles of our products have been shortened, and we have been required to constantly develop and introduce new cost-effective products within time to markettime-to-market windows that become progressively shorter. Excluding product development allocated compensation expense related to the November 2000 transactions, we would have had combined product development expenses of $681 million for fiscal year 2001. For the nine monthsfiscal year ended March 29,June 28, 2002, we had product development expenses of $492$698 million. We cannot assure you that we will be able to successfully complete the design or introduction of new products in a timely manner, that we will be able to manufacture new products in sufficient volumes with acceptable manufacturing yields, that we will be able to successfully market these new products or that these products will perform to specifications on a long-term basis.

When we develop new products with higher capacity and more advanced technology, our operating results may decline because the increased difficulty and complexity associated with producing these products increases the likelihood of reliability, quality or operability problems. If our products suffer increases in failures, are of low quality or are not reliable, customers may reduce their purchases of our products and our manufacturing rework and scrap costs and service and warranty costs may increase. In addition, a decline in the reliability of our products may make us less competitive as compared with other rigid disc drive manufacturers.

The rate of increase in the areal density, ofor storage capacity per square inch on a disc drives may be greater than the increase in our customers’ demand for aggregate storage capacity. This could lead to our customers’ storage capacity needs being satisfied with fewer rigid disc drives, thereby decreasing our sales. As a result, even with increasing aggregate demand for storage capacity, our customers’ unit volumes could decline which could adversely affect our results of operations.

We expect that in the future new personal computing devices and products will be developed, some of which, such as Internet appliances, may not contain a rigid disc drive. While we are investing development

Our vertical integration strategy entails a high level of fixed costs and requires a high volume of production and sales to be successful. During periods of decreased production, these high fixed costs have had, and could in the future have, a material adverse effect on our operating results and financial condition. For example, in 1998 our predecessor experienced a significant decrease in the demand for its products, and because our predecessor was unable to adequately reduce its costs to offset this decrease in revenue, its gross and operating margins suffered. In addition, a strategy of vertical integration has in the past and could in the future delay our ability to introduce products containing market-leading technology, because we may not have developed the technology and source of components for our products and do not have access to external sources of supply without incurring substantial costs.

Research and development expenses represent a significant portion of our fixed costs. As part of our vertical integration strategy, we explore a broad range of ways to improve rigid disc drives as well as possible alternatives to rigid disc drives for storing and retrieving electronic data. If we fail to develop new technologies in a timely manner, and our competitors succeed in doing so, our ability to sell our products could be significantly diminished. Conversely, if we over-invest in technologies that can never be profitably manufactured and marketed, our results of operations could suffer. By way of example, we have incurred significant expenses in exploring new technologies for storing electronic data, including perpendicular recording technology, which involves a different orientation for the magnetic field than is currently used in rigid disc drives, and opticalheat assisted magnetic recording technologies,technology, which weuses heat generated by a laser to improve storage capacity. We believe these new technologies could significantly improve the storage capacity of rigid disc drives.drives over the long-term. To date, we have not yet developed a commercial product based on these technologies. If we have invested too much in these or other technologies, our results of operations could be adversely affected. In addition, as we replace our existing assets with new, higher cost assets we expect that our depreciation expense will increase, which will contribute to our high level of fixed costs and reduce our earnings.

The cost, quality and availability of some equipment and components forused to manufacture rigid disc drives and other information storage products are critical to the successful manufacture of these products. The equipment we use to manufacture our products is frequently custom made and comes from a few suppliers. Particularly important components include read/write heads, recording media, application specific integrated circuits, or ASICs, spindle motors and printed circuit boards and resistors.boards. We rely on sole suppliers and a limited number of suppliers for some of these components, such asincluding the read/write heads and recording media that we do not manufacture, ASICs, spindle motors and printed circuit boards. In the past, we have experienced increased costs and production delays when we were unable to obtain the necessary equipment or sufficient quantities of some

If there is a shortage of, or delay in supplying us with, critical components, then:

We cannot assure you that we will be able to obtain critical components in a timely and economic manner, or at all.

Mergers, acquisitions, consolidations or other significant transactions involving our customers generally entail risks to our business. The stockholders ofFor example, Hewlett-Packard and Compaq, both of which arehave been key customers, have approved a proposed merger between the two companies, which is expected to be consummated in the first half of 2002. If the proposed merger is successfully completed, werecently merged. We cannot assure you that the combined entity will not decrease its aggregate demand forpurchase as many rigid disc drives from us.us as Hewlett-Packard and Compaq purchased in the aggregate when they were separate companies. Moreover, if the businesses of Hewlett-Packard and Compaq arethe combined entity is adversely impacted either due to difficulties in integrating Compaq and Hewlett-Packard into a delay in,single entity or uncertainty regarding, the proposed merger,otherwise, sales of our products could decline. In addition, IBM, which is one of our significantkey customers, recently announced that it has reached a preliminary agreement with Hitachiagreed to merge theirits disc drive businessesbusiness with the disc drive business of Hitachi through the formation of a joint venture,new company with which could cause IBM tohas entered into a multi-year supply agreement. As a result, IBM may decrease its purchases from us in favor of the joint venture.this new company.

Typically, our OEM purchase agreements permit OEMs to cancel orders and reschedule delivery dates without significant penalties. In the past, orders from many of our OEMs were canceled and delivery schedules were delayed as a result of changes in the requirements of the OEMs’ customers. These order cancellations and

We have significant operations in foreign countries, including manufacturing facilities, sales personnel and customer support operations. For fiscal year 2001 and the nine months ended March 29, 2002, approximately 34% and 33%, respectively,31% of our rigid disc drive revenue was from sales to customers located in Europe and approximately 26% and 29%, respectively,30% was from sales to customers located in the Far East. We have manufacturing facilities in China, Malaysia, Mexico, Northern Ireland, Singapore and Thailand, in addition to those in the United States. A substantial portion of our desktop rigid disc drive assembly occurs in our facility in China.

Our offshoreinternational operations are subject to economic risks inherent in doing business in foreign countries, including the following:

We have manufacturing facilities in countries where we have significant manufacturing operations.parts of the world that periodically experience political unrest. This could disrupt our ability to manufacture important components as well as cause interruptions and/or delays in our ability to ship components to other locations for continued manufacture and assembly. Any such delays or interruptions could result in delays in our ability to fill orders and have an adverse effect on our results of operationsoperation and financial condition. U.S. and international responses to the terrorist attacks on September 11, 2001 could exacerbate these risks.

The rigid disc drive industry operates on quarterly purchasing cycles, with much of the order flow in any given quarter coming at the end of that quarter. Our manufacturing process requires us to make significant product-specific capital investments in each quarter for that quarter’s production. Because we typically receive the bulk of our orders late in a quarter after we have made our capital investments and because of short product life cycles, there is a risk that our orders will not be sufficient to allow us to recapture the costs of our investment before the products resulting from that investment have become obsolete. We cannot assure you that we will be able to accurately predict demand in the future. Other factors that may negatively impact our ability to recapture the cost of capital investments in any given quarter include:

Affiliates of Silver Lake Partners, Texas Pacific Group, August Capital, J.P. Morgan Partners, LLC and investment funds affiliated with Goldman, Sachs & Co., indirectly own approximately 33%, 22%, 11%, 7% and 2%, respectively, of Seagate Technology Holdings’ outstanding shares, through their ownership interests in New SAC. The sponsors’ ownership of New SAC indirectly own approximately 39%, 26%, 10%, 4%is the subject of a shareholders agreement and 3%, respectively, ofother arrangements that result in the sponsors acting as a group with respect to all matters submitted to our outstanding shares. Ifshareholders. As a result, the members of our sponsor group vote together, our sponsor group will indirectly have the power to control all matters submitted to our shareholders, elect our directors and exercise control over our business, policies and affairs. to:

The shareholders agreement between our sponsor group and New SAC requires the approval of the members of New SAC’s board of directors designated by our sponsor group before New SAC takes specific actions that could affect us, such as entering into a material business combination, selling a material amount of assets or issuing equity securities. Accordingly, our ability to engage in somesignificant transactions, requiring shareholder approvalsuch as a merger, acquisition or the approval of New SAC’s board of directorsliquidation, will be limited without the consent of specified members of our sponsor group. Members of our sponsor group also provide us with services in exchange for a management fee. See “Related Party Transactions—Monitoring, Consulting and Financial Service Fees.” The interests of the members of our sponsor group may differ from each other’s interests and from your interests as a holder of the notes.

Because Seagate Technology Holdings is currently a direct subsidiary of New SAC and Seagate Technology HDD Holdings is currently an indirect subsidiary of New SAC, New SAC has the power to control all matters affecting us,Seagate Technology Holdings and Seagate Technology HDD Holdings, including:

Also, New SAC is not prohibited from selling a controlling interest in usSeagate Technology Holdings to a third party.

Many of our directors and executive officers hold ordinary and preferred shares of our parent company, New SAC, ordinary shares.and some of them hold options to purchase the capital stock of our affiliate, Crystal Decisions, Inc., a business intelligence software solutions company, and shares of such capital stock as a result of exercising options. Ownership of New SAC ordinary sharesthe capital stock of our parent company and our affiliates by our directors and officers could create, or appear to create, potential conflicts of interest when directors and officers are faced with decisions that could have different implications for us and for New SAC and us.or our affiliates.

Our growth strategy involves pursuing strategic alliances with, and making acquisitions of or investments in, other companies that are complementary to our business. There is substantial competition for attractive strategic alliance, acquisition and investment candidates. We may not be able to identify suitable acquisition, investment or strategic partnership candidates. Even if we were able to identify them, we cannot assure you that we will be able to partner with, acquire or invest in suitable candidates, or integrate acquired technologies or operations successfully into our existing technologies and operations. Our ability to finance potential acquisitions will be limited by our high degree of leverage, the covenants contained in the indenture that governs the notes, the credit agreement that governs our new senior secured credit facilities and any agreements governing any other debt we may incur.

If we are successful in acquiring other companies, these acquisitions may have an adverse effect on our operating results, particularly while the operations of the acquired business are being integrated. It is also likely that integration of acquired companies would lead to the loss of key employees from those companies or the loss of customers of thesethose companies. In addition, the integration of any acquired companies would require substantial attention from our senior management, which may limit the amount of time available to be devoted to our day-to-day operations or to the execution of our strategy. In addition, the expansion of our business involves the risk that we might not manage our growth effectively, that we would incur additional debt to finance these acquisitions or investments and that we would incur substantial charges relating to the write-off of in-process research and development, similar to that which we incurred in connection with several of our prior acquisitions. Each of these items could have a material adverse effect on our financial position and results of operations.

We license technology fromhave a number of cross-licenses with third parties that is integralenable us to the production ofmanufacture our products.products free from any infringement claims that might otherwise be made by these third parties against us. A number of these licenses contain change of control or anti-assignment provisions. A number of the licenses that contain those types of provisions are material to our business, including agreements with other companies in the rigid disc drive industry. We tookhave taken steps to transfer these licenses in connection with the closing of the November 2000 transactions. Papst Licensing GmbH is currently taking the position that their license agreements did not transfer to our new business entities. We have entered into new license agreements with IBM and Hitachi, who had initially made claims similar to those currently being made by Papst Licensing GmbH.Papst.

OurTo the extent that these licenses are deemed not to have been properly assigned to us in the November 2000 transactions, our inability to renegotiate any terminated agreementseither obtain new licenses or to obtain newtransfer existing licenses could result in delays in product development or prevent us from selling our products until equivalent substitute technology can be

We cannot be certain that our products do not and will not infringe issued patents or other intellectual property rights of others. Historically, patent applications in the United States and some foreign countries have not been publicly disclosed until the patent is issued, and we may not be aware of currently filed patent applications that relate to our products or technology. If patents later issue on these applications, we may be liable for infringement. We may be subject to legal proceedings and claims, including claims of alleged infringement of the patents, trademarks and other intellectual property rights of third parties by us or our licensees in connection with their use of our products. We are currently subject to, among others, a suit by Papst and a suit by Convolve, Inc. and the Massachusetts Institute of Technology. For more detailed descriptions of these suits, see “Business—Legal Proceedings.”

Intellectual property litigation is expensive and time- consuming,time-consuming, regardless of the merits of any claim, and could divert our management’s attention from operating our business. Moreover, software patent litigation has increased due to the current uncertainty of the law and the increasing competition and overlap of product functionality in the field. If we were to discover that our products infringe the intellectual property rights of others, we would need to obtain licenses from these parties or substantially reengineer our products in order to avoid infringement. We might not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to reengineer our products successfully. Moreover, if we are sued for infringement and lose the suit, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology. Any of the foregoing could cause us to incur significant costs and prevent us from selling our products.

Our success depends to a significant degree upon our ability to protect and preserve the proprietary aspects of our technology. However, we may be unable to prevent third parties from using our technology without our authorization or independently developing technology that is similar to ours, particularly in those countries where the laws do not protect our proprietary rights as fully as in the United States. The use of our technology or similar technology by others could reduce or eliminate any competitive advantage we have developed, cause us to lose sales or otherwise harm our business. If it became necessary for us to resort to litigation to protect these rights, any proceedings could be burdensome and costly, and we may not prevail.

Although we have numerous U.S. and foreign patents and numerous pending patents that relate to our technology, we cannot assure you that any patents, issued or pending, will provide us with any competitive

We have entered into confidentiality agreements with our employees and non-disclosure agreements with customers, suppliers and potential strategic partners, among others. If any party to these agreements were to

We have registered and applied for some service marks and trademarks, and will continue to evaluate the registration of additional service marks and trademarks, as appropriate. We cannot guarantee the approval of any of our pending applications by the applicable governmental authorities. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge these registrations. A failure to obtain trademark registrations in the United States and in other countries could limit our ability to use our trademarks and impede our marketing efforts in those jurisdictions.

Our operations inside and outside the United States are subject to laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. In addition to the U.S. federal, state and local laws to which our domestic operations are subject, our extensive international manufacturing operations subject us to environmental regulations imposed by foreign governments. Although our policy is to apply strict standards for environmental protection at our sites inside and outside the United States, we could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations ofif we were to violate or liabilitiesbecome liable under environmental laws or non-compliancebecome non-compliant with environmental permits required at our facilities. Contaminants have been detected at some of our present and former sites, principally in connection with historical operations. In addition, we have been named as a potentially responsible party at a number ofseveral superfund sites. While we are not currently aware of any contaminated or superfund sites as to which material outstanding claims or obligations exist, the discovery of additional contaminants or the imposition of additional cleanup obligations at these or other sites could result in significant liability. In addition, the ultimate costs under environmental laws and the timing of these costs are difficult to predict. Liability under some environmental laws relating to contaminated sites can be imposed retroactively and on a joint and several basis. In other words, one liable party could be held liable for all costs at a site. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future.

Our future performance depends to a significant degree upon the continued service of key members of management as well as marketing, sales and product development personnel. The loss of one or more of our key

Our operations are dependent on our ability to protect our computer equipment and the information stored in our databases from damage by, among other things, earthquake, fire, natural disaster, power loss, telecommunications failures, unauthorized intrusion and other catastrophic events. As our operations become more automated and increasingly interdependent, our exposure to the risks posed by these types of events will increase. A significant part of our operations is based in an area of California that has experienced earthquakes and is considered seismically active. We do not have a contingency plan for addressing the kinds of events referred to in this paragraph that would be sufficient to prevent system failures and other interruptions in our operations that could have a material adverse effect on our business, results of operations and financial condition.

WeOur SAN business faces additional risks that are subject to a number of claimsseparate and lawsuits,apart from the outcomes of which are, at this time, difficult to predict. Even ifrisks facing our rigid disc drive business. These risks include:

Because we are a Cayman Islands company, there is uncertainty as to whether the courts of the Cayman Islands would recognize or enforce judgments of United States courts obtained against us predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in defendingthe Cayman Islands against us predicated upon the securities laws of the United States or any state thereof. See “Special Notes About Forward-Looking Statements and Enforcement of Civil Liabilities.”

Some of the statements and assumptions in “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus are forward-looking statements. In some cases you can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “plan,” “intend,” “may,” “should,” “will” and “would” or other similar words. You should read statements that contain these claimswords carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other “forward-looking” information. We believe that it is important to communicate our future expectations to our investors. There may, however, be events in the future that we are not able to accurately predict or control. The factors listed in the section captioned “Risk Factors,” as well as any other cautionary language in this prospectus, provide examples of risks, uncertainties and lawsuits,events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

We cannot assure you that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Except as required by the U.S. federal securities laws, we are costlynot obligated to manage, investigateupdate or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus. Because of these risks, uncertainties and pursue. Inassumptions, you should not place undue reliance on these forward-looking statements.

Seagate Technology Holdings and Seagate Technology HDD Holdings are incorporated under the pastlaws of the Cayman Islands. Some of the directors and officers and a substantial portion of the assets of these companies are located outside the United States. Although we are organized outside the United States, we have recorded significant litigation settlement costs. Our future operating earnings may also be adversely affected if we receive an adverse judgmentagreed to accept service of process in or settle these claimsthe United States through our agent designated for that purpose. Each of Seagate Technology Holdings and lawsuits. For a descriptionSeagate Technology HDD Holdings has designated CT Corporation as its agent for service of process in any action brought against it under the U.S. federal securities and other laws, with respect to the notes, the indenture that governs the notes and Seagate Technology Holdings’ guarantee of the litigation we face, see “Business—Legal Proceedings.”notes. Nevertheless, it may be difficult for you to enforce civil liabilities against our directors and officers in courts outside the United States judgments of courts of the United States predicated upon civil liability provisions under the U.S. federal securities or other laws.

WeSeagate Technology HDD Holdings will not receive any proceeds from the issuance of the exchange notes.

We list in the table below selected historical consolidated and combined financial information ofrelating to Seagate Technology Holdings and its predecessor as of the end of and for each of the four fiscal years ended June 30, 2000, for the period from July 1, 2000 to November 22, 2000 (the closing date of the November 2000 transactions), as of the end of and for the period from November 23, 2000 to June 29, 2001, as of the end of and for the period from November 23, 2000 to March 30, 2001 and as of the end of and for the period from June 30, 2001 to March 29, 2002.periods indicated. Through November 22, 2000, the business now operated by Seagate Technology Holdings operated aswas the rigid disc drive and storage area networks divisiondivisions of Seagate Technology, Inc. That division isDelaware. Those divisions are Seagate Technology Holdings’ predecessor. The operations ofpredecessor, and Seagate Technology HoldingsHoldings’ operations are substantially identical to what the operations of its predecessor were before the November 2000 transactions.

You should read the selected historical consolidated financial information below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes of Seagate Technology Holdings and its predecessor included elsewhere in this prospectus.