Dell 2009 Annual Report Download - page 79

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Table of Contents
DELL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides unaudited pro forma results of operations for the fiscal years ended January 29, 2010, and January 30, 2009,
as if Perot Systems had been acquired at the beginning of each fiscal year. Due to the different fiscal period ends, the pro forma results
for the years ended January 29, 2010, and January 30, 2009, are combined with the results of Perot Systems for the twelve months ended
January 29, 2010, and December 31, 2008, respectively. The pro forma results are adjusted for intercompany charges, but do not include
any anticipated cost synergies or other effects of the planned integration of Perot Systems. Accordingly, such pro forma results are not
necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are
they indicative of the future operating results of the combined company.
January 29, January 30,
2010 2009
(in millions, unaudited)
Pro forma net sales $ 54,739 $ 63,835
Pro forma net income $ 1,422 $ 2,398
Pro forma earnings per common share — diluted $ 0.72 $ 1.21
Fiscal 2009 Acquisitions
Dell completed three acquisitions, of The Networked Storage Company, MessageOne, Inc. ("MessageOne"), and Allin Corporation
("Allin"), during Fiscal 2009 for approximately $197 million in cash. Dell recorded approximately $136 million of goodwill and
approximately $64 million of purchased intangible assets related to these acquisitions. Dell also expensed approximately $2 million of in-
process research and development ("IPR&D") related to these acquisitions in Fiscal 2009. The largest of these transactions was the
purchase of MessageOne for approximately $164 million in cash plus an additional $10 million to be used for management retention.
MessageOne, Allin, and The Networked Storage Company have been integrated into Dell's Commercial segments.
The acquisition of MessageOne was identified and acknowledged by Dell's Board of Directors as a related party transaction because
Michael Dell and his family held indirect ownership interests in MessageOne. Consequently, Dell's Board of Directors directed
management to implement a series of measures designed to ensure that the transaction was considered, analyzed, negotiated, and
approved objectively and independent of any control or influence from the related parties.
Dell has not presented pro forma results of operations for the Fiscal 2009 acquisitions because these acquisitions are not material to Dell's
consolidated results of operations, financial position, or cash flows on either an individual or an aggregate basis.
Fiscal 2008 Acquisitions
During Fiscal 2008, Dell acquired EqualLogic Inc, ASAP Software Express, Inc, and three other smaller companies. The total purchase
price for all these acquisitions was $2.3 billion, of which $1.5 billion was recorded as goodwill.
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