EX-99.(C).27 17 d505474dex99c27.htm EX-99.(C).27 EX-99.(c).27

Exhibit (c) (27)

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DI SCUSSI ON M A T E RI A L S

For Discussion Purposes Only Strictly Private and Confidential

September 23, 2012

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information has been filed separately with the Securities and Exchange Commission (the “SEC”).

ST RI C T L Y PRI VAT E A ND CO NF I D ENTI AL


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DISCUSSION MATERIALS

Preliminary Analysis – For Discussion Purposes Only

Strictly Private and Confidential

This presentation was prepared for the benefit and use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor any of its contents may be disclosed for any other purpose without the prior written consent of J.P. Morgan.

The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.

Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan.

J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for compensation. J.P. Morgan also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors.

IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties.

J.P. Morgan is a marketing name for investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by a combination of J.P. Morgan Securities LLC, J.P. Morgan plc, J.P. Morgan Securities Ltd. and the appropriately licensed subsidiaries of JPMorgan Chase & Co. in Asia-Pacific, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, N.A. J.P. Morgan deal team members may be employees of any of the foregoing entities.

DENALI

J.P.Morgan


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For Discussion Purposes Only Strictly Private and Confidential

Discussion topics

Summary observations on Denali’s current management plan

Perspectives on past financial performance versus plan and versus street expectations

Comparison of management plan to Street forecasts

Benchmarking of Denali segment forecasts to industry and peer estimates

DENALI 1 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

Summary observations

Limited near-term visibility on operating and financial performance continues to be a challenge

Misses vs. street expectations have put investors in a “wait and see mode” with increased focus on quarter-by-quarter execution and increased visibility

To reflect changing market and business dynamics, management presented a revised plan to the Board on September 21, 2012

The current plan was prepared off cycle by senior finance executives and does not include the benefit of perspectives from business segment leaders

Management currently reports only on an end market basis, therefore cost allocation is on a preliminary basis for product segments

Denali’s most recent management plan was benchmarked against

Past performance vs. plan

Street consensus

Industry and peer forecast

Key observations from benchmarking analysis performed on management plan

Management’s current FY13 plan is effectively in-line with Street consensus on a revenue, gross profit and operating income basis

Management’s current FY14 plan is above Street consensus on a revenue, gross profit and operating income basis

ESG: On an aggregate basis, ESG is forecasted to grow at ‘12-’16 CAGR of 7.0% which exceeds industry forecasts. CY12-’13 growth of 7.9% exceeds peer estimates with profitability below peers

S&P: Forecasted to grow at ‘12-’16 CAGR of 2.1% which is below industry forecasts. CY12-’13 growth of 2.0% is below peer estimates with profitability above peers

EUC: Forecasted to grow at ‘12-’16 CAGR of 2.5% which is below industry forecasts. CY12-’13 growth of 0.9% is below peer estimates with profitability below peers

Services: Forecasted to grow at ‘12-’16 CAGR of 5.1% which exceeds industry forecasts. CY12-’13 growth of 4.1% is above peer estimates with profitability above peers

Software: Forecasted to grow at ‘12-’16 CAGR of 23.5% which exceeds industry forecasts. CY12-’13 growth of 47.6% is above peer estimates with profitability below peers

DENALI 2 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

Historical performance versus Street consensus and Board plan

Historical performance versus Street consensus and Board plan

Q3 FY11

(October)

Q4 FY11 (January)

Q1 FY12 (April)

Q2 FY12 (July)

Q3 FY12 (October)

Q4 FY12 (January)

Q1 FY13 (April)

Q2 FY13 (July)

Results vs. street

Revenue Results vs. plan

Results vs. street

EPS Results vs. plan

Key observations

Key challenges

Management presented Q2 mid-quarter update and plan to the

Persisting macroeconomic challenges and weakness in

Board on July 12th

Western Europe

Revenue and gross margin both trending behind with strong

Uncertainty whether growth and visibility challenges are

close required to meet plan

cyclical or secular

Q2 results came in significantly lower than July 12th plan with

Unfavorable PC market and competitive dynamics in

less than three weeks left in the quarter

emerging markets, particularly China and India

Q2 FY13

Revenue: $14.5bn vs. $15.3bn (-5.3%)

Linear growth from seasonal education and federal budgets

EPS: $0.50 vs. $0.52 (-3.8%)

did not materialize

Street guidance for Q3 and fiscal 2013 were lowered

Channel inventory drawdown in advance of Windows 8

Q3 revenue: 2-5% q-o-q decline, below normal seasonality

transition

Fiscal 2013 EPS: Lowered to $1.70 from $2.13

Q1 results came in below Street consensus

Sales execution issues

Revenue: $14.4bn vs. $14.9bn (-3.2%)

Ongoing pricing pressure in Client business

EPS: $0.43 vs. $0.46 (-6.5%)

Continuing shift to tablets and smartphones

Q1 FY13

Street guidance for Q2 and fiscal 2013 were in-line / unchanged

Q2 revenue: 2-4% q-o-q growth, in-line with historical rates

Fiscal 2013 EPS: Unchanged at $2.13

DENALI 3 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

Management plans - Process

July Board case

“Bottoms-up” build of plan with involvement of key business heads

Process began in May and was completed by June

Did not have visibility into Q2 weakness (underperformance versus plan by approximately $1bn)

8/21 Street guidance

In conjunction with Q2 earnings results, management lowered revenue growth and EPS guidance to 2-5% q-o-q decline and $1.70, respectively

9/21 management case

Top-down reforecast taking Q2 weakness and softening outlook into account

Senior management allocated operating expenses across segments on a preliminary basis

Revised FY13 starting point, which still ties to the $1.70 EPS external guidance

Lower EUC and S&P revenue growth rates due to

An accelerating trend towards alternate devices

Evidence of lengthening replacement cycles

Channel drawdown in advance of Windows 8 migration

Lack of seasonal uptick from public and government sectors

Reduced EUC, S&P and Servers / Storage margins to reflect increasingly aggressive competition, growth shift towards lower price bands, erosion of emerging market margins and lagging impact from FY12 / 13 investments

Lower operating expenses as a result of lower revenue and the launch of a cost out initiative

DENALI 4 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

9/21 management case versus July Board case

Management plan

FYE January 31,

2013E 2014E 2015E 2016E

‘13-16E CAGR

Total revenue $57.5 $59.9 $63.2 $66.6 5.0%

% growth (7.4%) 4.2% 5.5% 5.3%

Gross profit $12.8 $13.7 $14.6 $15.3 6.3%

% margin 22.2% 22.8% 23.0% 23.0%

9 / 21 mgmt case

Operating income $4.0 $4.2 $4.9 $5.3 9.7%

% margin 7.0% 7.0% 7.7% 7.9%

Total revenue $63.0 $66.0 $69.5 $74.0 5.5%

% growth 1.5% 4.8% 5.3% 6.5%

Gross profit $14.4 $15.6 $16.7 $18.1 7.9%

% margin 22.9% 23.6% 24.0% 24.5%

July Board case

Operating income $5.2 $5.6 $6.2 $7.0 10.4%

% margin 8.3% 8.5% 8.9% 9.5%

Total revenue ($5.5) ($6.1) ($6.3) ($7.4)

$ variance

Gross profit ($1.6) ($1.9) ($2.1) ($2.8)

Operating income ($1.2) ($1.4) ($1.3) ($1.7)

Total revenue (8.7%) (9.2%) (9.0%) (10.0%)

% variance

Gross profit (11.4%) (12.5%) (12.7%) (15.3%)

Operating income (23.1%) (25.2%) (21.8%) (24.7%)

Source: Management estimates

9/21 management case

5.0% revenue CAGR and 9.7% operating income CAGR

Adjusted FY 13 for weaker client demand and lower margins in certain areas; maintains Services, Software, and ESG revenue growth rates

Lowered PC market growth

Analysts lowering growth estimates

Accelerating trend toward alternative devices

Evidence of lengthening replacement cycles

Offset assumed from Denali tablet participation

Lowered PC margins

Competitors increasingly aggressive

Growth shifting towards lower price bands

Emerging market margins eroding quickly

Lower server and storage margins

Competitors increasingly aggressive

Lagging impact from FY12 / FY13 investments

Decreased opex spending in light of cost savings initiatives and lower revenue

Allocated operating expenses across product segments on a preliminary basis

July Board case

5.5% revenue CAGR and 10.4% operating income CAGR

DENALI 5 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

9/21 management plan vs. Street forecast

Commentary

Denali is currently covered by 33 research analysts

Analysts have updated their forecast models post the Q2 earnings call

FY 2013E

Revenue ($bn)

$65.0 $60.0 $57.5 $57.3 $57.8 $57.8 $55.0 $50.0

Mgmt 1 Street-low2 Street-consensus3 Street-high 4

y/y growth

(7.4)% (7.8)% (6.9)% (6.8)%

Gross profit ($bn)

$14.0 $13.5 $12.8 $12.9 $12.8 $12.9 $13.0 $12.5

Mgmt Street-low Street-consensus Street-high

Margin 22.2% 22.5% 22.2% 22.4%

Operating income ($bn)

$5.0 $4.5 $4.0 $3.9 $4.1 $4.3 $4.0 $3.5

Mgmt Street-low Street-consensus Street-high

Margin 7.0% 6.8% 7.0% 7.4%

FY 2014E

Revenue ($bn)

$65.0 $59.9 $60.7 $60.0 $58.0 $55.0 $53.2 $50.0

Mgmt Street-low Street-consensus Street-high y/y growth

4.2% (7.1)% 0.3% 5.0%

Gross profit ($bn)

$14.0 $13.7 $13.5 $13.5 $13.0 $13.1 $13.0 $12.5

Mgmt Street-low Street-consensus Street-high

Margin 22.8% 24.4% 22.6% 22.3%

Operating income ($bn)

$5.0 $4.5 $4.5 $4.2 $4.1 $3.9 $4.0 $3.5

Mgmt Street-low Street-consensus Street-high

Margin 7.0% 7.3% 7.1% 7.4%

1 Based on Management’s revised financial plan as of 9/21/12; 2 Street-low based on Pacific Crest estimates as 8/21/12; 3 Based on IBES consensus as of 9/20/12

4 Street-high based on Stern Agee estimates as of 8/22/12

DENALI 6 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

9/21 management plan vs. peers’ Street projected performance

Comparison of revenue, gross margin and operating margin projections

Denali Peer median Comparison

Revenue Gross Operating Revenue Gross Operating Revenue Gross Operating

growth margin margin growth margin margin growth margin margin

Based on CYE ‘12E-’13E ‘13E ‘13E ‘12E-’13E ‘13E ‘13E ‘12E-’13E ‘13E ‘13E

Servers 5.0% [***]% 6.2% 3.3% 40.1% 11.1% Ï Ð Ð

ESG Networking 43.0% [***]% (6.3%) 5.8% 63.5% 19.3% Ï ÐÐ

Storage1 13.0% [***]% 2.4% 6.8% 49.7% 13.3% Ï Ð Ð

S&P 2.0% [***]% 8.4% 2.5% 8.7% 2.3% Ð

EUC 0.9% [***]% 2.5% 8.0% 11.7% 3.2% Ð Ï Ð

Services 4.1% [***]% 28.5% 2.9% 24.5% 11.2%

Software2 47.6% [***]% (1.7%) 5.3% 85.2% 35.9% Ï ÐÐ

DI S C U S SI ON MA T E R I A L S

Source: Denali’s updated projections as 09/21/12, Wall Street research, FactSet, Company filings

1 No perfect comparables available for the Storage segment; NetApp and EMC referenced as closest peers

2 2012 Denali software revenue assumed to be consensus 2012 Quest revenue

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I 7


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For Discussion Purposes Only Strictly Private and Confidential

9/21 management plan vs. industry forecasts

Comparison of revenue projections

CAGR ‘12E-’16E

Comparison

Commentary

Based on CYE

Denali

IDC

Analyze the Future

Gartner

IDC

Analyze the Future

Gartner

ESG

Servers 4.4% 1.7% 3.0%

Reflects Denali’s leading market share

Investment in server product portfolio

Networking 32.1% 7.3% 2.9%

Subscale segment driven by recent Force10 acquisition

Storage 10.2% 5.1% 11.2%

Focus on organic growth

Declining EMC relationship (55% of storage revenue in CY09 to 18% in CY11)

S&P 2.1% 6.6%1 4.3%1

Growth driven by EUC

Focus on profitability

EUC 2.5% 4.4%2 4.4%2

Focus on commercial (65% of segment revenue) market

Higher focus on gross margin performance

Services 5.1% 4.7% 4.7%

Focus on IT hardware services tied to PC sales

Software3 23.5% 7.3% 7.7%

Subscale business

Driven by acquisitions

Investing for growth

Source: Denali’s updated projections as of 9/21/12, IDC, Gartner

1 Represents worldwide IT spending: IDC 2010-2015 CAGR shown

2 Represents PC market growth across all price segments

3 2012 Denali software revenue assumed to be consensus 2012 Quest revenue

DENALI 8 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

Preliminary illustrative financial impact of changes to EUC revenue and gross margins

Assumes S&P grows proportional to EUC

Assumes no impact to $ amount operating expenses

Assumes Support & Deployment component of Services attach rate of 9.5% to EUC sales

Based on FY2016E gross margins for Desktops and Notebooks / Mobility of 14.5% and 11.5%, respectively

FY2016E consolidated revenue

FY2013-2016E EUC revenue CAGR

(5.0%)

(2.5%)

0.0%

2.9%

5.5%

Implied FY2013-2016E WholeCo revenue CAGR

(0.2%)

1.4%

3.1%

5.0%

6.8%

$57.1

$59.9

$62.9

$66.6

$70.0

FY2016E consolidated operating income

FY2013-2016E EUC revenue CAGR

(5.0%)

(2.5%)

0.0%

2.9%

5.5%

Change in FY2016E EUC gross margin

0%

$3.6

$4.1

$4.6

$5.3

$5.9

(1%)

$3.4

$3.9

$4.4

$5.0

$5.5

(2%)

$3.1

$3.6

$4.1

$4.6

$5.2

(3%)

$2.9

$3.3

$3.8

$4.3

$4.9

(4%)

$2.7

$3.1

$3.5

$4.0

$4.5

Source: Management estimates

- 9/21 management case

FY2016E consolidated gross profit

FY2013-2016E EUC revenue CAGR

(5.0%)

(2.5%)

0.0%

2.9%

5.5%

Change in FY2016E EUC gross margin

0%

$13.7

$14.2

$14.7

$15.3

$15.9

(1%)

$13.5

$13.9

$14.4

$15.0

$15.6

(2%)

$13.2

$13.7

$14.1

$14.7

$15.3

(3%)

$13.0

$13.4

$13.8

$14.4

$14.9

(4%)

$12.7

$13.1

$13.6

$14.1

$14.6

FY2016E EPS

FY2013-2016E EUC revenue CAGR

(5.0%)

(2.5%)

0.0%

2.9%

5.5%

Change in FY2016E EUC gross margin

0%

$1.64

$1.88

$2.12

$2.42

$2.70

(1%)

$1.53

$1.75

$1.98

$2.27

$2.54

(2%)

$1.41

$1.62

$1.85

$2.12

$2.38

(3%)

$1.29

$1.49

$1.71

$1.97

$2.22

(4%)

$1.17

$1.37

$1.57

$1.82

$2.06

DENALI 9 J.P.Morgan

DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

Agenda

Page

Detailed benchmarking analysis

10

DENALI 10 J.P.Morgan DISCUSSION MATERIALS


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For Discussion Purposes Only Strictly Private and Confidential

Management plan by segment as of September 21, 2012

Revised September 21 Management plan

Total Dell

ESG

S&P

A

B

Revenue Y-o-Y growth

Gross Margin % of Rev

Total Opex % of Rev

OpInc % of Rev

FY13

FY14

FY15

FY16

57.5 59.9 63.2 66.6

(7.4%) 4.2% 5.5% 5.3%

12.8 13.7 14.6 15.3

22.2% 22.8% 23.0% 23.0%

8.8 9.5 9.7 10.1

15.2% 15.8% 15.4% 15.1%

4.0 4.2 4.9 5.3

7.0% 7.0% 7.7% 7.9%

FY13

FY14

FY15

FY16

10.6 11.4 12.3 13.3

2.8% 7.9% 8.0% 8.0%

0.3 0.6 0.7 0.8

3.1% 4.8% 5.6% 6.4%

FY13

FY14

FY15

FY16

9.2 9.4 9.7 10.0

(9.9%) 2.0% 3.0% 3.0%

0.8 0.8 0.8 0.8

8.2% 8.4% 8.1% 7.5%

C

EUC

D

Services

E

Software

FY13

FY14

FY15

FY16

Revenue Y-o-Y growth

Gross Margin % of Rev

Total Opex % of Rev

OpInc % of Rev

28.7 28.9 30.1 31.3

(13.8%) 0.9% 4.1% 4.0%

0.9 0.7 0.7 0.7

3.2% 2.5% 2.5% 2.3%

FY13

FY14

FY15

FY16

8.5 8.9 9.4 10.0

2.3% 4.1% 5.6% 7.4%

2.4 2.5 2.7 3.0

28.4% 28.5% 29.2% 29.9%

FY13

FY14

FY15

FY16

0.6 1.4 1.8 2.0

N/A 146.3% 31.9% 9.4%

(0.0) (0.0) 0.3 0.3

(9.0%) (1.7%) 16.0% 17.7%

Source: Denali’s updated FY13-16 projections as of September 21, 2012

Note: Above reflects estimated opex by segment based on FY13 internal operating plan cost allocation

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I

DET A I L E D BENC HM AR KI N GA N A L Y S I S

11


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For Discussion Purposes Only

Strictly Private and Confidential

ESG – Historical performance of Denali’s Server and Networking business1

A

Revenue ($ in billions)

Key observations

Y o Y growth: 11.5% (3.1%) (3.9%) 26.0% 9.6%

% of total

revenue: 10.6% 10.3% 11.4% 12.4% 13.4%

Revenue growth driven primarily by

Above market growth in servers

Subscale networking business

Recent Force10 acquisition

Investment in Server and Networking product portfolio and sales channels

Increasing contribution to revenue mix driven by strategic push in enterprise solutions

Improving gross margin profile

Improved sales execution and supply chain efficiencies

Gross margin

D E T A I L E D B E N C H M A R K I N G A N A L Y S I  S

Source: Company external LOB reporting metrics; IDC (April and May 2012)

Note: FYE January assumed to be equivalent to CYE of prior year

1 External LOB reporting metrics provided by management combine Server and Networking revenue and gross margin

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

Revenue ($ in billions)

$6.5

$6.3

$6.0

$7.6

$8.3

CY07 CY08 CY09 CY10 CY11

Y o Y growth: 11.5% (3.1%) (3.9%) 26.0%

1

9.6%

% of total revenue: 10.6% 10.3% 11.4% 12.4%

2

13.4%

Gross margin

[***]%

[***]%

[***]% [***]%

3 [***]%

CY07 CY08 CY09 CY10 CY11


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For Discussion Purposes Only Strictly Private and Confidential

A ESG – Industry analyst perspectives on global server market

IDC ($ in billions)

x86 Other 1

CAGR

’12E–’16E

$56 $57 $58 $59 $60 2%

$17 $17 $17 $17 $16 (1%)

$38 $40 $41 $42 $43 3%

2012 2013 2014 2015 2016

Market growth: (1.7%) 1.8% 2.0% 1.6% 1.4%

x86 growth: 3.2% 4.0% 2.3% 3.0% 2.5%

Denali growth3 : 3.3% 5.0% 5.0% 5.0% 2.5%

Gartner ($ in billions)

x86 Other 2

CAGR

’12E–’16E

$53 $55 $57 $59 $60 3%

$14 $14 $15 $13 $12 (5%)

$38 $41 $44 $46 $48 6%

2012 2013 2014 2015 2016

Market growth: 0.9% 4.0% 3.1% 2.5% 2.5%

x86 growth: 8.0% 7.7% 5.4% 4.7% 4.5%

Denali growth3 :

3.3% 5.0% 5.0% 5.0% 2.5%

Accelerators

Migration of higher-end enterprise workloads from Unix / mainframes to x86 server platforms, driven by virtualization

SMB and enterprise x86 server refresh cycle

Resurgence in demand in emerging markets fueled by infrastructure buildout

Cloud computing driving need for servers with higher density and greater power efficiency

Inhibitors

Macroeconomic uncertainty, particularly in Western Europe

Long-term impact of virtualization on server consolidation and extension of server lifecycle

Pricing pressure from increasing competition across all geographic markets

Signs of economic slowdown in China and uncertainty of economic stimulus impact

Migration of SMBs to SaaS / cloud delivered IT solutions

Source: IDC (May 2012), Gartner (September 2012)

1 Other includes CISC, EPIC, and RISC form factors

2 Other includes IA64, RISC, and miscellaneous

3 Denali’s segment revenue growth based on management projections as of 09/21/12

DENALI 13 J.P.Morgan

DETAILED BENCHMARKING ANALYSIS


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For Discussion Purposes Only Strictly Private and Confidential

A ESG – Server segment forecast versus peers and industry

Peers Industry

3.3%

Denali

(1.3%)

(6.7%)

Median = (4.0%)

(1.7%)

0.9%

CY12E–CY13E revenue growth

Peers

Industry

5.0% 7.0%

4.0%

1.8%

Median = 3.3%

Denali

(0.4%)

CY12E and CY13E gross margin

CY12 CY13

38.7% 40.1%

Not reported

[***]% [***]% [***] [***]

Denali

CY12E and CY13E operating margin

CY12 CY13

5.1% 6.2%

21.3% 22.4%

11.5% 11.1%

Median = 11.5%1 Median = 11.1%1

Denali

Source: Company filings, Wall Street research, IDC (May 2012), Gartner (September 2012)

Note: IBM segment includes Hardware; IBM Mainframe revenue composes ~18% of Hardware revenue; IBM consolidated operating margins shown; HP operating margins consist of Enterprise Server, Storage and Networking segment

1 Operating margin median excludes IBM

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I

DET A I L E D BENC HM AR KI N GA N A L Y S I S

14


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For Discussion Purposes Only Strictly Private and Confidential

A ESG – Industry analyst perspectives on global networking market

IDC ($ in billions)

Layer 2-3 switches

Other infrastructure 1

CAGR

’12E–’16E

$35 $38 $41 $43 $46 7%

$14 $16 $18 $19 $20 9%

$20 $22 $23 $24 $26 6%

2012 2013 2014 2015 2016

Market growth: 10.0% 9.4% 7.7% 6.6% 5.7%

Layer 2-3 growth: 9.1% 8.1% 6.2% 5.9% 5.2%

Denali growth2 : 59.9% 43.0% 44.0% 29.0% 14.5%

Gartner ($ in billions)

CAGR

’12E–’16E

$35 $36 $37 $38 $39 3%

2012 2013 2014 2015 2016

Market growth: 6.0% 4.3% 3.0% 2.4% 2.2%

Denali growth2 : 59.9% 43.0% 44.0% 29.0% 14.5%

Accelerators

Growth in IP traffic and need for increased network bandwidth to keep up with application needs

Build out of large scale consumer / mobility driven data centers serving Web 2.0, Social Media and Cloud Computing

Adoption of new converged infrastructure solutions to support virtual environments

Transition to 10GbE networks and pressures on vendors to deliver on 40 / 100 Gbps platforms

Inhibitors

Lack of large-scale investments due to concerns around macroeconomic economic slowdown

Uncertainty in enterprise and carrier infrastructure spending

Disruption of traditional networking environments by Software Defined Networking solutions

Increasing competition and pricing pressure

Source: Gartner (June 2012), IDC (June 2012)

1 Other infrastructure includes layer 4-7 switches, routers, WLAN, WAN application delivery, Fibre Channel switches, InfiniBand switches, and video and telepresence

2 Denali’s segment revenue growth based on management projections of 09/21/12

DENALI 15 J.P.Morgan

DETAILED BENCHMARKING ANALYSIS


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For Discussion Purposes Only Strictly Private and Confidential

A ESG – Networking segment forecast versus peers and industry

CY11A–CY12E revenue growth

Peers

Industry

59.9%

3.8% 3.6%

0.7% Median = 2.1%

10.0%

6.0%

(2.8%)

Denali

CY12E–CY13E revenue growth

Peers

43.0%

7.8%

3.8%

3.2%

8.6%

Median = 5.8%

Industry

9.4%

4.3%

Denali

CY12E and CY13E gross margin

CY12 CY13

[***]% [***]% [***] [***]

63.2% 63.5% 64.1% 63.7% 62.1% 61.5%

Median Median = = 63.2% 63.5%

Denali

CY12E and CY13E operating margin

CY12 CY13

19.4% 19.4% 19.1% 27.4% 27.2% 11.5% 11.1% 14.3%

Median Median = = 16.8% 19.3%

(23.8%) (6.3%)

Denali

Source: Company filings, Wall Street research, IDC (April 2012), Gartner (June 2012)

Note: HP operating margins consist of Enterprise Servers, Storage and Networking segment; Cisco segment revenue consists of switching and NGN routing and Cisco consolidated gross and operating margins shown; IDC and Gartner industry growth includes layer 2-3 market

DEN A L I

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

D E T A I L E D BENC HM AR KI N GA N A L Y S I S

16


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For Discussion Purposes Only Strictly Private and Confidential

A ESG Historical performance of Denali’s storage business

Revenue ($ in billions)

$2.6

$2.4

$2.2 $2.3

$1.9

CY07 CY08 CY09 CY10 CY11

Y-o-Y 1

growth: 7.9% 7.8% (16.5%) 4.7% (15.3%)

% of total revenue: 4.0% 4.3% 4.1% 3.7% 2 3.1%

Gross margin

3 [***]% [***]%

[***]% [***]%

[***]%

CY07 CY08 CY09 CY10 CY11

Source: Company external LOB reporting metrics

Note: FYE January assumed to be equivalent to CYE of prior year

DEN A L I 17

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

Key observations

1 Declining revenue driven by transition away from 3rd party storage solutions, largely EMC

Denali EMC revenue declined 45% per year in 2010-2012

Organic revenue increased 26%6% per year ear for same period 2 Low contribution to total revenue 3 Expanding gross margin profile

Lower component costs

Improved pricing discipline and supply chain execution

DET A I L E D BENC HM AR KI N GA N A L Y S I S


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For Discussion Purposes Only Strictly Private and Confidential

A ESG – Industry analyst perspectives on global storage market

IDC ($ in billions)

ISCSI Other 1

CAGR

’12E–’16E

$27 $28 $30 $31 $32 5%

$23 $24 $25 $26 $27 4%

$4 $4 $5 $5 $5 10%

2012 2013 2014 2015 2016

Market growth: 6.3% 6.1% 4.9% 5.0% 4.3%

iSCSI growth: 13.5% 14.9% 10.4% 7.2% 6.8%

Denali growth3 : (7.4%) 13.0% 10.0% 12.0% 6.0%

Gartner ($ in billions)

iSCSI Other 2

CAGR

’12E–’16E

$23 $25 $31 $28 $35 11%

$20 $22 $24 $26 $29 10%

$3 $4 $4 $5 $6 16%

2012 2013 2014 2015 2016

Market growth: 7.9% 10.6% 10.6% 11.4% 12.1%

iSCSI growth: 20.7% 16.2% 15.7% 15.0% 18.7%

Denali growth3 : (7.4%) 13.0% 10.0% 12.0% 6.0%

Accelerators

Increasing capacity and performance storage requirements in the enterprise

Server virtualization and cloud computing driving demand for network-centric storage systems

Evolvement of 10Gbps technology expediting the adoption of iSCSI SAN

Innovative technologies such as flash-based storage gaining enterprise adoption

Inhibitors

Adoption of new business models, such as storage-as-a-service, particularly by SMBs

Enhanced storage management software capabilities reducing the need for storage capacity

Continued price erosion at price-per-gigabyte level across both disk and flash

Weak macroeconomic conditions – uncertainty in Europe and slowdown in emerging markets

Source: IDC (May 2012), Gartner (June 2012)

1 Other includes DAS, mainframe extended, NAS, Fibre Channel, InfiniBand, Switched SAS and Fibre Channel over Ethernet

2 Other includes Fibre Channel SAN, Fibre Channel over Ethernet SAN and Mainframe SAN

3 Denali’s segment revenue growth based on management projections of 09/21/12

DENALI 18 J.P.Morgan

DETAILED BENCHMARKING ANALYSIS


LOGO

 

For Discussion Purposes Only Strictly Private and Confidential

A ESG – Storage segment forecast versus peers and industry

CY11A–CY12E revenue growth

Peers Industry

8.4% 6.3% 7.9%

4.0%

Median = 4.0%

(7.4%)

Denali

CY12E–CY13E revenue growth

Peers Industry

13.0%

8.2% 10.6%

6.8% Median = 6.8% 6.1%

3.0%

Denali

CY12E and CY13E gross margin

CY12 CY13

60.6% 60.8%

[***]% [***]% 38.6% 38.6% Median = 49.7%

Not reported Median = 49.6%

[***] [***]

Denali

CY12E and CY13E operating margin

CY12 CY13

24.4% 25.0%

15.5% 15.4% 1

11.5% 11.1% Median = 13.5%

2.4% Median = 13.3%1

0.2%

Denali

Source: Company filings, Wall Street research, IDC (May 2012), Gartner (June 2012)

Note: HP operating margins consist of Enterprise Servers, Storage and Networking segment; EMC consolidated operating margins shown

1 Operating margin median excludes EMC

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I

DET A I L E D BENC HM AR KI N GA N A L Y S I S

19


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For Discussion Purposes Only Strictly Private and Confidential’s software & peripherals business

Revenue ($ in billions)

$10.6

$10.3 $10.2

$9.9

$9.5

CY07 CY08 CY09 CY10 CY11

Y-o-Y 1 growth: 10.1% 7.0% (10.4%) 8.0% (0.4%)

% of total 2 revenue: 16.2% 17.3% 18.0% 16.7% 16.5%

Gross margin

3 [***]% [***]% [***]% [***]% [***]%

CY07 CY08 CY09 CY10 CY11

Source: Company external LOB reporting metrics; IDC (April and May 2012) Note: FYE January assumed to be equivalent to CYE of prior year

1 Provided by management

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

Key observations

1 Relatively flat revenue trajectory, driven in large part by EUC business tie-in

2 Decreasing contribution to total revenue due to low YoY growth

3 Consistent gross margin1

Accessories: [***]%+

3rd Party software: [***]%

Displays: [***]%+

Printers: [***]

DEN A L I

DET A I L E D BENC HM AR KI N GA N A L Y S I S

20


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For Discussion Purposes Only Strictly Private and Confidential

B S&P – Software and Peripherals segment forecast versus peers

CY11A–CY12E revenue growth

3.6%

Median = (1.7%)

(2.8%) (5.0%) (0.6%)

(9.9)%

Denali

CY12E–CY13E revenue growth

Median = 2.5%

2.0% 3.0% 2.4% 2.0% 2.6%

Denali

CY12E and CY13E gross margin

[***]% [***]% CY12 CY13 Median = 8.7%

13.3% 13.4% 11.9% 12.0% Median = 8.6%

5.3% 5.3% 5.3% 5.4% [***] [***]

Denali

CY12E and CY13E operating margin

8.2% 8.4% CY12 CY13 Median = 2.3%

3.7% 3.7% Median = 2.1%

2.9% 3.1% 1.3%

1.3% 1.4% 1.4%

Denali

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

Source: Company filings, Wall Street research

DEN A L I

DET A I L E D BENC HM AR KI N GA N A L Y S I S

21


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For Discussion Purposes Only Strictly Private and Confidential

C EUC – Historical performance of Denali’s PC business1

Revenue ($ in billions)

$37.0 $36.0 1

$29.6 $33.7 $33.2

CY07 CY08 CY09 CY10 CY11

Y-o-Y growth: 4.8% (2.8%) (17.8%) 13.9% (1.2%)

% of total revenue: 60.5% 58.8% 55.9% 54.7% 2 53.6%

Gross margin

3 [***]% [***]% [***]% [***]% [***]%

CY07 CY08 CY09 CY10 CY11

PC market share2

15.0% 15.1%

12.8% 12.5% 4 12.5%

CY07 CY08 CY09 CY10 CY11

Source: Company external LOB reporting metrics

Note: FYE January assumed to be equivalent to CYE of prior year

1 PC business includes Desktop PCs and Mobility; 2 Market share data based on IDC

DEN A L I 22

Key observations

1 Flat to declining revenue

Weakness in PC market

Focused away from high growth, low price band markets 2 Represents a significant majority of total revenues

Continuing to diversify revenue mix away from EUC

3 Increasing gross margin

Focused on mid to high price bands

Transitioning from custom build to standard product delivery model 4 Market share loss, primarily to Asian vendors (Lenovo, Acer, ASUS)

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DET A I L E D BENC HM AR KI N GA N A L Y S I S

22


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For Discussion Purposes Only Strictly Private and Confidential

C EUC – Denali historical PC metrics and strategy relative to peers

Denali historical PC performance relative to peers

Denali 1

CY2007 4.8% 26.4% 42.1% 12.0% (3.1%) 34.8% growth2

CY2008 (2.8%) 4.7% 24.6% (1.1%) 23.6% (12.1%) CY2009 (17.8%) (8.0%) 2.8% (5.1%) 5.0% (8.1%)

Org CY2010 13.9% 9.5% 25.8% 39.7% 9.6% (29.6%) CY2011 (1.2%) (6.4%) 24.3% 28.2% (24.4%) (10.9%)

CY2007 [***]% 29.7% 15.0% 10.3% 9.9% margin CY2008 [***]% 30.1% 13.2% 10.5% 10.9% CY2009 [***]% 29.8% 10.6% 10.2% 10.2% ross CY2010 [***]% 29.6% 10.5% 10.3% 12.1%

G

CY2011 [***]% 29.1% 12.0% 8.1% 13.8%

CY2007 15.0% 18.9% 2.9% 7.6% 7.9% 1.7% share CY2008 15.1% 19.3% 3.4% 7.4% 10.7% 3.5% ket CY2009 12.8% 20.0% 3.8% 8.3% 12.8% 4.2% Mar CY2010 12.5% 18.5% 4.2% 9.8% 12.4% 5.2% CY2011 12.5% 17.6% 5.0% 12.5% 10.5% 5.8%

Units3

lio PC – Corp. & Consumer 414mm Portfo Tablet 143mm Smartphone 801mm

Source: Company filings, Wall Street research, IDC (June 2012)

Note: Denali includes Desktop PC and Mobility; HP includes Personal Systems Group; Apple includes Mac Desktops / Portables; ¹ Apple gross margin based on Wall Street research estimates; 2 Represents organic revenue growth; 3 Represents IDC’s estimate of unit shipments in 2013

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

D E N A L I 23

DET A I L E D BENC HM AR KI N GA N A L Y S I S


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For Discussion Purposes Only Strictly Private and Confidential

C EUC - Industry analyst perspectives on global PC market

IDC ($ in billions)

ROW CAGR

APAC ASP ’12E–’16E

Japan $288 4%

W. Europe $254 $265 $277

U.S. $243

28% 28% 29% 30% 31% 7%

29% 29% 29% 30% 30% 6%

9% 8% 6% 6% 6% (6%)

17% 16% 16% 15% 14% 0%

18% 20% 20% 20% 19% 6%

2012 2013 2014 2015 2016

ASP: $634 $614 $588 $564 $545

Shipments1 : 383 414 451 491 529

Market growth: 1.5% 4.7% 4.4% 4.4% 4.1%

Denali growth2 : (13.8%) 0.9% 4.1% 4.0% 1.0%

Gartner ($ in billions)

ROW CAGR

APAC ASP ’12E–’16E

Japan / Mature Asia $281 4%

W. Europe $251 $266

N. America $236 $241

23% 24% 25% 26% 27% 9%

27% 28% 30% 32% 33% 10%

11% 11% 10% 9% 9% (2%)

17% 15% 15% 15% 14% (1%)

22% 22% 20% 18% 17% (2%)

2012 2013 2014 2015 2016

ASP: $646 $613 $595 $588 $584

Shipments1 : 366 393 422 453 482

Market growth: (3.8%) 1.9% 4.3% 6.0% 5.6%

Denali growth2 : (13.8%) 0.9% 4.1% 4.0% 1.0%

Accelerators

Transition to Windows 8 in consumer and Windows 7 in corporate

Impact of corporate PC refresh cycle

Growing demand in emerging markets - China and India

Continued innovation in Ultrabooks with lower price points

Inhibitors

Macroeconomic headwinds - uncertainty in Europe and slowdown in China

Growing competitive threat from tablets and smartphones

Extension of PC lifecycle due to increasing adoption of virtualization

Desktop saturation in developed markets

Demand in emerging markets primarily in low ASP segment

Source: IDC (June 2012), Gartner (September 2012)

1Shipments in millions of units; 2 Revenue growth based on management projections as of 09/21/12

DENALI 24 J.P.Morgan

DETAILED BENCHMARKING ANALYSIS


LOGO

 

For Discussion Purposes Only Strictly Private and Confidential

C EUC– PC segment forecast versus peers and industry

CY11A–CY12E revenue growth

Peers Industry

19.8%

8.8%

2.6% Median = 2.6% 1.5%

(9.3%) (1.0%) (3.8%) (13.8%)

Denali

CY12E–CY13E revenue growth

Peers Industry

12.9% 14.0%

8.0%

Median = 8.0% 4.7%

0.9% 0.6% 1.9%

(0.2%)

Denali

CY12E and CY13E gross margin

CY12 CY13 43.7% 42.8%

[***]% [***]% 13.8% 13.5% 11.7%

9.9% 10.1% 11.3%

Median = 11.7%1

[***] [***]

Median = 11.3%1

Denali

CY12E and CY13E operating margin

CY12 CY13 35.6% 34.3%

5.1% 4.5% 5.1% 5.1%

3.2% 1.9% 2.0% 2.0%

2.5% Median = 3.2%1

1.1% Median = 3.5%1

Denali

Source: Company filings, Wall Street research, IDC (June 2012), Gartner (September 2012)

Note: HP segment consists of Personal Systems Group; Apple consolidated gross and operating margins shown

1 Median excludes Apple

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I 25

D E T A I L E D B E N C H M A R K I N GA N A L Y S I S


LOGO

 

For Discussion Purposes Only Strictly Private and Confidential

D Services – Historical performance of Denali’s Services business

Revenue ($ in billions)

$8.3

2 $7.7

$5.7 1 $5.6

$5.3

CY07 CY08 CY09 CY10 CY11

Y-o-Y

3

growth: 5.1% 7.4% (1.6%) 36.5% 8.5%

% of total revenue: 8.7% 9.3% 10.6% 12.5% 13.4%

Gross margin

[***]% [***]%

[***]%

[***]% 4 [***]%

CY07 CY08 CY09 CY10 CY11

Source: Company external LOB reporting metrics

Note: FYE January assumed to be equivalent to CYE of prior year

1Based on annualized Q4 CY09 Perot revenue as a percentage of CY10 revenue

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I 26

Key observations

Stable PC maintenance revenue

Modest revenue impact through recession

2Revenue increase due in part to Perot acquisition

~32% of total services revenue related to Perot Systems1 3 Consistent top-line growth

Increasing attach rate of premium support and deployment services 4 Declining gross margin due to a higher mix of outsourcing and project-related services, and competitive pricing pressures

DET A I L E D BENC HM AR KI N GA N A L Y S I S


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For Discussion Purposes Only Strictly Private and Confidential

D Services – Industry analyst perspectives on global services market

IDC ($ in billions)

Project based

Outsourcing

Support/Training

CAGR

’12E–’16E

$1,071

5%

$1,024

$977

$891

$932

$180

3%

$174

$157

$162

$168

$498

$519

5%

$432

$453

$475

5%

$301

$317

$334

$352

$372

2012

2013

2014

2015

2016

Market growth:

3.8%

4.6%

4.8%

4.8%

4.6%

Proj-based growth:

4.0%

5.1%

5.4%

5.6%

5.5%

Outsource growth:

4.3%

4.8%

5.0%

4.8%

4.3%

Support growth:

2.3%

3.1%

3.5%

3.6%

3.5%

Denali growth1 :

2.3%

4.1%

5.6%

7.4%

3.5%

Gartner ($ in billions)

Business services

CAGR

Product support

’12E–’16E

$1,027

$977

5%

$854

$888

$931

$161

$157

3%

$146

$149

$153

5%

$708

$739

$778

$820

$865

2012

2013

2014

2015

2016

Market growth:

1.1%

4.0%

4.9%

4.9%

5.0%

Bus svcs growth:

1.4%

4.3%

5.4%

5.4%

5.5%

Support growth:

(0.1%)

2.2%

2.7%

2.6%

2.7%

Denali growth1 :

2.3%

4.1%

5.6%

7.4%

3.5%

Accelerators

Emerging technologies (mobility, cloud applications, Big Data) creating new opportunities for IT services sector

Growing demand in India and China tied to new infrastructure build out

Continuing rebound in software investments to drive IT services spend

Inhibitors

Transition away from traditional labor-based onsite delivery

Growing pricing pressure on services contracts with increase in demand for pay-as-you-use utility models

Weak Hardware IT spending environment to weigh on attach rates and revenue

Source: IDC (May 2012), Gartner (September 2012)

1 Denali’s segment revenue growth based on management projections of 09/21/12

DENALI 27 J.P.Morgan

DETAILED BENCHMARKING ANALYSIS


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For Discussion Purposes Only Strictly Private and Confidential

D Services – Segment forecast versus peers and industry

CY11A–CY12E revenue growth

Peers Industry

17.3%

6.9% 3.8%

2.3% Median = 2.9% 11% .

(1.4%) (1.1)%

Denali

(services)

CY12E–CY13E revenue growth

Peers Industry

11.7%

6.2% 4.6%

4.1% 4.0%

Median = 2.9%

(0.4)%

(3.4%)

Denali (services)

CY12E and CY13E gross margin

[***]% [***]% CY12 CY13

29.4% 30.3% Median = 24.5%

17.7% 18.7% Median = 23.5%

[***] [***] Not reported Not reported Denali

(services)

CY12E and CY13E operating margin

CY12 CY13

28.4% 28.5%

10.8% 11.2% 17.1% 17.4%

11.1% 11.1% Median = 11.2%

4.2% 5.1%

Median = 10.9%

Denali

(services) Source: Company filings, Wall Street research, IDC (May 2012), Gartner (September 2012)

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I 28

DET A I L E D BENC HM AR KI N GA N A L Y S I S


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For Discussion Purposes Only Strictly Private and Confidential

E Software – Overview of Denali’s Software business

New Software business segment formed in Q1 fiscal 2013

Recently appointed John Swainson, former CEO of CA Technologies, to head the Software group

Expected growth of 48%1 in CY’12-13 driven by acquisitions of SonicWALL and Quest

Looking to enter new markets and expand share / presence

Business intelligence

Storage software

1 2012 Denali software revenue assumed to be consensus 2012 Quest revenue

DENALI 29 J.P.Morgan

DETAILED BENCHMARKING ANALYSIS


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For Discussion Purposes Only Strictly Private and Confidential

E Software – Industry analyst perspectives on software market1

IDC ($ in billions)

CAGR

Business intelligence

’12E–’16E

Systems management

Network security

$46

$49

7%

$43

$40

$37

$18

9%

$17

$13

$14

$15

$17

$18

$19

$20

$21

6%

$8

$8

$9

$10

$10

7%

2012

2013

2014

2015

2016

Market growth:

7.7%

7.3%

7.3%

7.3%

7.2%

Network sec growth:

6.0%

6.7%

6.5%

6.4%

6.6%

Systems mgmt growth:

5.7%

6.1%

5.9%

6.0%

5.7%

Bus. Intelligence growth:

11.6%

9.3%

9.4%

9.5%

9.2%

Denali growth2 :

nm

47.6%

31.9%

9.4%

9.2%

Gartner ($ in billions)

Business intelligence

CAGR

’12E–’16E

Systems management

Network security

$54

8%

$50

$46

$43

$40

$17

8%

$16

$15

$13

$14

7%

$25

$22

$23

$19

$20

$8

$9

$10

$11

$12

10%

2012

2013

2014

2015

2016

Market growth:

5.3%

7.6%

8.0%

7.7%

7.6%

Network sec growth:

9.9%

11.1%

10.5%

9.3%

8.6%

Systems mgmt growth:

3.6%

6.4%

7.2%

7.0%

7.2%

Bus. intelligence growth:

5.2%

7.2%

7.7%

7.5%

7.5%

Denali growth2 :

nm

47.6%

31.9%

9.4%

9.2%

Accelerators

Proliferation of mobile and converged hardware devices driving need for sophisticated system management

Increased enterprise focus on application awareness and control

Transition from legacy to next-generation firewalls and enhanced UTM capabilities

Increasing spend on BI with growing importance of Big Data and analytics in the enterprise

Inhibitors

Migration from on-premise to SaaS models

SMBs adopting simpler cloud-based secure Web gateways and larger enterprises requiring next generation firewalls (vs. UTMs)

Nascency of big data analytics and uncertainty around market evolution

Source: IDC (June 2012), Gartner (September 2012)

1 Software market defined as business intelligence, systems management and network security

2 Denali’s segment revenue growth based on consensus 2012 Quest revenue and management projections as of 09/21/12

DENALI 30 J.P.Morgan

DETAILED BENCHMARKING ANALYSIS


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For Discussion Purposes Only Strictly Private and Confidential

E Software – Segment forecast versus peers and industry

CY11A–CY12E revenue growth

Peers Industry

8.8% 7.7%

5.3%

4.2%

Median = 4.2%

NM (0.4%)

Denali

CY12E–CY13E revenue growth

Peers Industry

47.6%

9.1% 5.3% 7.3% 7.6%

Median = 5.3%

2.0%

Denali

CY12E and CY13E gross margin

CY12 CY13

85.4% 88.6% 88.6%

[***]% [***]% 85.2% 75.6% 76.1% Median = 85.4% Median = 85.2%

[***] [***]

Denali

CY12E and CY13E operating margin

CY12 CY13 58.9% 59.3%

35.2% 35.9% 35.2% 35.0% Median = 35.9% Median = 35.2%

(9.0%) (1.7%)

Denali

Source: Company filings, Wall Street research, IDC (June 2012), Gartner (September 2012)

Note: Software market defined as network security and systems management in-line with Denali’s recent acquisitions of SonicWALL and Quest; 2012 Denali software revenue assumed to be consensus 2012 Quest revenue

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DEN A L I 31

DET A I L E D BENC HM AR KI N GA N A L Y S I S