VERITAS Software, Summary of VERITAS/Seagate Transaction Page 1 Summary of VERITAS Software/Seagate Technology, Inc.

Exchange Completed Exchange Items Shares of VERITAS exchanged for each share of Seagate Cash per share: Cash distributed for each share of Seagate Items in Escrow (as of December 31, 2000) Cash per share: Estimated amount pending court approval of litigation settlement Cash per share: Estimated Present Value of Tax Refund Right Other Information VERITAS stock price on 11/22/00 (average of high/low) VERITAS shares issued Total number of Seagate shares outstanding VERITAS stock value used to determine cash paid in lieu of fractional shares General Tax Information (excerpt from page 8 of the joint proxy statement/prospectus regarding the transaction) We intend, but it is not certain, that the merger between Seagate and a subsidiary of VERITAS will qualify as a reorganization within the meaning of Section 368 (a) of the Internal Revenue Code. If it qualifies, Seagate stockholders will recognize gain, if any, for federal income tax purposes, but only up to the amount of cash received and, in general, the fair market value as of the closing of the merger of their proportionate share of any amounts paid following the completion of the merger for tax refunds and credits attributable to Seagate and the $150 million of retained cash net of potential Seagate tax liabilities. To the extent a Seagate stockholder adjusted tax basis in his, her s or its shares of Seagate common stock exceeds the consideration received in exchange for such shares in connection with the merger, the resulting loss will not be recognized for federal income tax purposes. If the merger fails to qualify as a reorganization, it would be a fully taxable transaction. The leveraged buyout will have no direct tax consequences to Seagate stockholders. Review of Tax Treatment The following discussion and examples do not address all federal income tax considerations that may be relevant to particular stockholders of Seagate in light of their particular circumstances, such as stockholders who are banks, insurance companies, tax-exempt organizations, dealers in securities, or foreign persons, stockholders who acquired their shares in connection with stock option or leveraged buyout plans or in other compensatory transactions, who held Seagate common stock as part of an integrated investment (including a "straddle") comprised of shares of Seagate common stock and one or more of other positions, or who have previously entered into a constructive sale of Seagate common stock. In addition, the following discussion and examples do not address the tax consequences of the merger under foreign, state or local tax laws or the tax consequences of transactions effected before, after or concurrently with the merger (whether or not such transactions are in connection with the merger), including, without limitation, transactions in which Seagate common stock was acquired or VERITAS common stock is disposed of. Accordingly, we urge Seagate stockholders to consult with their own tax advisors as to the specific tax consequences of the merger, including the applicable federal, state, local and foreign tax consequences to them of the merger in their particular circumstances, and to refer to the discussion of Material Federal Income Tax $93.5078 109,397,636 244,993,020 $118.425 $0.2040874 $0.08 0.44653368 $8.5484095

VERITAS Software, Summary of VERITAS/Seagate Transaction Page 2 Consequences in the Joint Proxy Statement/Prospectus, pages 169 through 173. We undertake no duty (and express disclaim any such duty) to persons who may rely on this information. (1) Cash Seagate stockholders received for their shares is taxable in the year 2000 up to the amount of the total gain realized. The resulting gain should generally be capital gain, and should generally be long-term capital gain if the Seagate common stock exchanged in the merger has been held for more than one year. (2) Cash Seagate stockholders received in lieu of fractional shares is taxable in the year 2000. Capital gain or loss is recognized for the difference between cash received and the tax basis of the fractional shares. The tax basis for the fractional share is a pro-rata portion of the total basis in Seagate shares, computed as the basis multiplied by a fraction, equal to the fractional share for which cash was received, divided by the total assumed VERITAS stock received (whole shares of VERITAS stock received plus the fractional share). (3) Cash Seagate stockholders may receive as part of the TRA is taxable in the year received. A portion of the amounts received will be considered interest and the balance will be considered capital gain. The basis in the TRA Right will be equal to the value of the TRA right treated as taxable in the year 2000. (4) Cash Seagate stockholders may receive as part of the litigation settlement is taxable as capital gain in the year received; and (5) VERITAS stock Seagate stockholders received for their shares is not taxable* until they sell it, and the new basis in the VERITAS stock is equal to the basis in their Seagate stock, adjusted for: (a) basis used in the fractional share calculation, (b) the cash received, offset by the amount taxable in item (1). If the gain recognized in the year 2000 is equal to the cash received, then the basis in the VERITAS shares will normally be the basis in the Seagate shares exchanged in the merger, less the basis allocated to fractional shares deemed sold. * Disclaimer: The assertion that the shares are not taxable depends on whether the merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. For more information and related risks, please see the discussion beginning on pages 34, 56 and 169 of the Joint Proxy Statement/Prospectus dated October 23, 2000 mailed by Seagate and VERITAS to their stockholders in connection with the merger. VERITAS/Seagate Gain Examples: (1)
Gain exceeds Cash Received

(2)
Gain is less than Cash Received (3) Loss

Assuming 1,000 shares of Seagate common stock owned as of merger date. These computations are performed separately for each block of Seagate shares held. Per share VRTS shares Fractional share Cash Est. Value of TRA Est. Litigation Total received in 2000 Basis of SEG shares 2 Cash for fractional share Pro-rata basis Fractional share 0.534 Total allocation 446.534 Percentage 0.1196% Basis in SEG $ 30,000 446 $ 93.5078 0.534 $118.4250 8,548 80 204 $ 41,704 $ 63 $ 8,548 ** $ 80 ** $ - ** $ 50,395 $ 30,000 $ 63 $ $ $ $ 41,704 63 8,548 ** 80 ** $ - ** $ 50,395 45,000 63 $ 41,704 $ 63 $ 8,548 ** $ 80 ** $ - ** $ 50,395 $ 60,000 $ 63

$ $ $

$ $

36 $

0.1196% 45,000

0.1196% 54 $ 60,000

72

VERITAS Software, Summary of VERITAS/Seagate Transaction Page 3 (1)

Gain exceeds Cash Received

(2)
Gain is less than Cash Received (3) Loss

Gain (loss) on sale of fractional share Reported in 2000 2 Total gain (loss) realized (Gain) loss on sale of fractional share Remaining gain (loss) realized Total gain recognized (**) Reported in 2000 Gain (loss) deferred Not reported in 2000 3 Basis in SEG Less basis allocated to fractional shares Less cash received Plus gain recognized Basis in VRTS 4 Sale of VRTS Proceeds (if sold at same value as merger) Basis in VRTS Gain (loss) on sale of VRTS Reported in year VRTS stock sold Gain from cash and "boot" Gain (loss) on sale of fractional share Gain (loss) on sale of VRTS Total Gain (loss) Note: Proceeds to be reported in future (litigation settlement) Reported in year received

27

$ $ $ $ $ $

9 5,395 (9) 5,386 5,386 -

(9)

$ 20,395 $ (27) $ 20,368 $ 8,628 $ 11,740

$ (9,605) $ 9 $ (9,596) $ -

$ (9,596)

$ 30,000 $ (36) $ (8,628) $ 8,628 $ 29,964 $ 41,704 $ 29,964

$ $ $ $ $ $ $

45,000 (54) (8,628) 5,386 41,704 41,704 41,704

$ 60,000 $ (72) $ (8,628) $ $ 51,300 $ 41,704 $ 51,300

$ 11,740 $ 8,628 $ 27 $ 11,740 $ 20,395 $ $

5,386 9 5,395

$ (9,596) $ $ (9) $ (9,596) $ (9,605)

$ $

204

204

204

WHERE YOU CAN FIND ADDITIONAL INFORMATION The SEC maintains a website, located at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding VERITAS Software, including the registration statement and joint proxy statement/prospectus regarding the business transaction referenced in the foregoing information. Investors and security holders are advised to read the joint proxy statement/prospectus regarding the transaction, because it contains important information. VERITAS Software and Seagate mailed the joint proxy statement/prospectus concerning the transaction to their respective stockholders on or about October 23, 2000, and filed it with the SEC. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by the companies at the SEC web site at http://www.sec.gov. The joint proxy statement/prospectus and such other s documents may also be obtained from VERITAS Software or Seagate by directing such requests to the respective investor relations contacts listed below. This summary may include estimates and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. These forward-looking statements involve a

VERITAS Software, Summary of VERITAS/Seagate Transaction Page 4 number of risks and uncertainties, including the risks and uncertainties described the joint proxy statement/prospectus regarding the transaction referenced in the foregoing information, and the risk that some or all of the conditions needed to trigger the additional cash payments referenced as Items in Escrow will not occur, which could cause the actual results we achieve to differ materially from such forward-looking statements. For more information regarding potential risks, see the "Factors That May Affect Future Results" section of VERITAS Software's most recent report on Form 10-Q on file with the SEC. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.