EX-99.4 14 f43321orexv99w4.htm EXHIBIT 99.4 exv99w4
Exhibit 99.4
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements
     On July 21, 2008, Brocade, Foundry and Falcon Acquisition Sub., Inc. entered into a merger agreement under which Foundry will become a wholly-owned subsidiary of Brocade in a transaction to be accounted for using the purchase method of accounting for business combinations. Under the terms of the merger agreement, at the effective time of the merger, each outstanding share of Foundry common stock (other than shares owned by Foundry, Brocade or their respective subsidiaries) will be converted into the right to receive a combination of $18.50 in cash, without interest, and 0.0907 of a share of Brocade common stock, subject to adjustment for stock splits, stock dividends and similar events. Certain outstanding options to purchase Foundry common stock and certain restricted stock units of Foundry, to be identified by Brocade prior to the completion of the merger, will vest in full and be cancelled as of the effective time of the merger and converted into the right to receive the cash equivalent of the per-share merger consideration (less applicable withholding taxes and, in the case of Foundry options, the applicable option exercise price) derived from a formula set forth in the merger agreement. All other options to purchase shares of Foundry common stock, whether vested or unvested, outstanding at the effective time of the merger will either be assumed by Brocade or replaced with a reasonably equivalent replacement option to purchase shares of Brocade common stock based on an exchange ratio derived from the per-share merger consideration as more fully set forth in the merger agreement, and will continue to be subject to substantially similar terms as in effect prior to the merger. All other restricted stock units of Foundry outstanding at the effective time of the merger will either be assumed by Brocade or replaced with a reasonably equivalent right to be issued Brocade common stock by Brocade based on the exchange ratio referred to above, and will continue to be subject to substantially similar terms as in effect prior to the merger. Each share of Foundry restricted common stock that is outstanding at the effective time of the merger and is unvested or is subject to a risk of forfeiture, a repurchase option or other condition pursuant to an applicable restricted stock purchase agreement or other agreement with Foundry shall be exchangeable for the same per-share merger consideration as other shares of Foundry common stock. Unless otherwise provided under an applicable stock purchase agreement or other agreement with Foundry, the cash and shares of Brocade common stock to be received in exchange for such shares of Foundry restricted common stock will remain unvested and continue to be subject to the same repurchase option, risk of forfeiture or other conditions
     The following unaudited pro forma condensed combined balance sheet is based on historical balance sheets of Brocade and Foundry and has been prepared to reflect the merger as if it had been completed on July 26, 2008. Such pro forma information is based upon the historical condensed consolidated balance sheet data of Brocade as of July 26, 2008 and Foundry as of June 30, 2008. The following unaudited pro forma condensed combined statements of operations give effect to the merger as if it had taken place on October 29, 2006. The unaudited pro forma condensed combined statement of operations for the fiscal year ended October 27, 2007 combines Brocade’s historical consolidated statement of income for the year then ended with Foundry’s historical consolidated statement of income for the fiscal year ended December 31, 2007 and McDATA’s historical consolidated statement of operations for the three months ended October 31, 2006. The following unaudited pro forma condensed combined statement of operations for the nine months ended July 26, 2008 combines Brocade’s historical consolidated statement of income for the nine months then ended with Foundry’s historical consolidated statement of income for the three months ended December 31, 2007 and the six months ended June 30, 2008. As a result, Foundry’s historical consolidated statement of income for the three months ended December 31, 2007 are included in both the pro forma condensed combined statement of operations for the fiscal year ended October 27, 2007 and the nine months ended July 26, 2008. Foundry’s revenue and net income for the three months ended December 31, 2007 were $168.7 million and $28.9 million, respectively.
     The merger will be accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.” Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 1 to these unaudited pro forma condensed combined financial statements, is allocated to the net tangible and intangible assets of Foundry based on their estimated fair values. Management has made a preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates. A final determination of these estimated fair values, which cannot be made prior to the completion of the merger, will be based on the actual net tangible and intangible assets of Foundry that exist as of the date of completion of the merger.

 


 

     The unaudited pro forma condensed combined financial statements are based on the estimates and assumptions which are preliminary and have been made solely for purposes of developing such pro forma information. They do not include liabilities that may result from integration activities which are not presently estimable. The management of Brocade and Foundry are in the process of making these assessments, and estimates of these costs are not currently known. However, liabilities ultimately may be recorded for severance costs for Foundry employees, costs of vacating some facilities of Foundry, or other costs associated with exiting activities of Foundry that would affect the pro forma condensed combined financial statements. Any such liabilities would be recorded as an adjustment to the purchase price and an increase in goodwill. Since the final value associated with stock-based compensation will be calculated at the effective date of the merger, the amount allocated to this item could change materially depending on the price of Brocade common stock or the number of Foundry unvested options, restricted stock awards and restricted stock units outstanding as of the effective time of the merger. In addition, the pro forma condensed combined financial statements do not include any potential operating efficiencies or cost savings from expected synergies. The unaudited pro forma condensed combined financial statements are not necessarily an indication of the results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future.
     There were no significant intercompany balances and transactions between Brocade and Foundry as of the dates and for the periods of these pro forma condensed combined financial statements. After July 26, 2008, Brocade acquired approximately 3.3 million shares of Foundry common stock not reflected in the pro-forma condensed consolidated financial statements.
     These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and notes thereto of Brocade and Foundry and other financial information pertaining to Brocade and Foundry including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” incorporated by reference or included herein.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                 
    Historical              
    Brocade     Foundry              
    As of     As of              
    July 26,     June 30,     Pro Forma     Pro Forma  
    2008     2008     Adjustments(1)     Combined  
    (In thousands)  
ASSETS
                               
Current assets:
                               
Cash and cash equivalents
  $ 459,399     $ 257,940     $ (2,080,100 )(k)   $ 241,614  
 
                    1,625,000 (g)        
 
                    (20,625 )(m)        
Short-term investments
    244,922       590,906       (600,000 )(k)     235,828  
Accounts receivable, net
    174,103       112,362       10,612 (j)     297,077  
Inventories
    14,369       49,531       17,969 (i)     81,869  
Deferred tax assets
    73,100       45,828             118,928  
Prepaid expenses and other current assets
    75,091       14,294       (1,044 )(b)     88,341  
 
                       
Total current assets
    1,040,984       1,070,861       (1,048,188 )     1,063,657  
Long-term investments
    59,906       101,273             161,179  
Property and equipment, net
    300,116       7,616             307,732  
Goodwill
    280,347             1,462,088 (h)     1,943,639  
 
                    201,204 (l)        
Intangible assets, net
    237,167             496,800 (e)     733,967  
Deferred tax assets
    200,715       39,284       (201,204 ) (l)     38,795  
Other assets
    19,064       5,697       (3,374 )(f)     37,307  
 
                    20,625 (m)        
 
                             
 
                    (4,705 )(b)        
 
                       
Total assets
  $ 2,138,299     $ 1,224,731     $ 923,246     $ 4,286,276  
 
                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
Current liabilities:
                               
Accounts payable
  $ 109,886     $ 21,627     $     $ 131,513  
Accrued employee compensation
    72,762       40,753             113,515  
 
Deferred revenue
    110,698       61,922       (50,268 )(n)     122,352  
Current liabilities associated with facilities lease losses
    13,930                   13,930  
Liability associated with class action lawsuit
    160,000                   160,000  
Other accrued liabilities
    75,110       12,441       9,563 (f)     97,114  
 
                       
Total current liabilities
    542,386       136,743       (40,705 )     638,424  
Long term debt
    169,119             1,625,000 (g)     1,794,119  
Non-current liabilities associated with facilities lease losses
    16,929                   16,929  
Non-current deferred revenue
    37,850       28,446             66,296  
Non-current income tax liability
    55,971       12,833             68,804  
Other non-current liabilities
    9,350       460             9,810  
 
                       
Total liabilities
    831,605       178,482       1,584,295       2,594,382  
Stockholders’ equity
                               
Common stock
    372       14       (14 )(a)     385  
 
                    13 (c)        
 
                               
Additional paid-in capital
    1,369,959       867,049       (867,049 )(a)     1,755,146  
 
                    99,487 (c)        
 
                    285,700 (d)        
Accumulated other comprehensive loss
    (2,874 )     (6,981 )     6,981 (a)     (2,874 )
Retained earnings (accumulated deficit)
    (60,763 )     186,167       (186,167 )(a)     (60,763 )
 
                       
Total stockholders’ equity
    1,306,694       1,046,249       (661,049 )     1,691,894  
 
                       
Total liabilities and stockholders’ equity
  $ 2,138,299     $ 1,224,731     $ 923,246     $ 4,286,276  
 
                       
 
(1)   The letters refer to a description of the adjustments in Note 2, “Pro Forma Adjustments,” of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
     The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                         
    Historical              
    Brocade             McDATA              
    Twelve Months     Foundry     Three Months              
    Ended     Twelve Months Ended     Ended              
    October 27,     December 31,     October 31,     Pro Forma     Pro Forma  
    2007     2007     2006     Adjustments(1)     Combined  
    (In thousands, except per share data)  
Net revenues
  $ 1,236,863     $ 607,205     $ 156,089     $       $ 2,000,157  
Cost of revenues
    575,451       236,418       92,949       7,339 (p)     954,469  
 
                            (2,397 )(r)        
 
                            44,709 (t)        
 
                             
Gross margin
    661,412       370,787       63,140       (49,651 )     1,045,688  
Operating expenses:
                                       
Research and development
    213,311       77,052       30,522             320,885  
Sales and marketing
    211,168       160,220       36,541             407,929  
General and administrative
    46,980       44,935       8,716       (196 ) (s)     100,435  
Legal fees associated with indemnification obligations, SEC investigation and other related costs, net
    46,257                         46,257  
Amortization of intangible assets
    24,719             6,939       (6,939 ) (o)     87,066  
 
                            6,907 (q)        
 
                            55,440 (u)        
Acquisition and integration costs
    19,354             6,096               25,450  
Restructuring costs and impairment charges
                393             393  
Other charges, net
          5,714                   5,714  
 
                             
Total operating expenses
    561,789       287,921       89,207       55,212       994,129  
Income (loss) from operations
    99,623       82,866       (26,067 )     (104,863 )     51,559  
Interest and other income, net
    38,501       43,536       5,152             87,189  
Interest expense
    (6,414 )           (4,963 )     (103,929 ) (v)     (115,306 )
Gain on investments, net
    13,205                         13,205  
 
                             
Income (loss) before provision for income taxes
    144,915       126,402       (25,878 )     (208,792 )     36,647  
Income tax provision
    68,043       45,259       469       (41,163 ) (w)     72,608  
 
                             
Net income (loss)
  $ 76,872     $ 81,143     $ (26,347 )   $ (167,629 )   $ (35,961 )
 
                             
Net income (loss) per share - basic
  $ 0.21     $ 0.55     $ (0.17 )           $ (0.09 )
 
                               
Net income (loss) per share - diluted
  $ 0.21     $ 0.52     $ (0.17 )           $ (0.09 )
 
                               
Shares used in per share calculation - basic
    362,070       148,143       154,637               404,672  
 
                               
Shares used in per share calculation - diluted
    377,558       155,520       154,637               404,672  
 
                               
 
(1)   The letters refer to a description of the adjustments in Note 2, “Pro Forma Adjustments,” of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
     Shares used in computing pro forma combined basic and diluted net income per share is the sum of Brocade shares, Foundry shares (Foundry shares are adjusted for the exchange ratios referred to below) and McDATA shares Foundry’s shares are calculated by multiplying each share of Foundry common stock by the exchange ratio of 0.0907 of a share of Brocade common stock for each share of Foundry common stock. McDATA’s shares are calculated by multiplying each share of McDATA common stock by the exchange ratio of 0.75. McDATA shares are included for one quarter only. Dilutive potential common shares have been included only if they have a dilutive effect on earnings per share. Due to the uncertainty of the terms on which Brocade’s new debt may be convertible into shares of Brocade common stock, Brocade did not include any potential dilutive effect relating to such conversion in the shares used in the per share calculation.
     The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

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PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                 
    Historical              
    Brocade     Foundry              
    Nine Months     Nine Months              
    Ended     Ended     Pro Forma     Pro Forma  
    July 26, 2008     June 30, 2008     Adjustments(1)     Combined  
    (In thousands, except per share data)  
Net revenues
  $ 1,068,440     $ 479,389     $     $ 1,547,829  
Cost of revenues
    453,204       179,034       (1,813 ) (r)     663,957  
 
                    33,532 (t)        
 
                       
Gross margin
    615,236       300,355       (31,719 )     883,872  
Operating expenses:
                               
Research and development
    184,704       63,177             247,881  
Sales and marketing
    203,200       136,762             339,962  
General and administrative
    43,260       34,058       (345 ) (s)     76,973  
Legal fees associated with indemnification obligations and other related costs
    22,399                     22,399  
Provision for class action lawsuit
    160,000                   160,000  
Amortization of intangible assets
    23,664             42,159 (u)     65,823  
Facilities lease benefits
    (477 )                 (477 )
 
                       
Total operating expenses
    636,750       233,997       41,814       912,561  
Income (loss) from operations
    (21,514 )     66,358       (73,533 )     (28,689 )
Interest and other income, net
    27,663       26,927             54,590  
Interest expense
    (4,384 )           (77,946 ) (v)     (82,330 )
Loss on investments, net
    (6,985 )                 (6,985 )
 
                       
Income (loss) before provision for income taxes
    (5,220 )     93,285       (151,479 )     (63,414 )
Income tax provision (benefit)
    (136,709 )     32,201       (30,796 ) (w)     (135,304 )
 
                       
Net income
  $ 131,489     $ 61,084     $ (120,683 )   $ 71,890  
 
                       
Net income per share - basic
  $ 0.35     $ 0.42             $ 0.18  
 
                         
Net income per share - diluted
  $ 0.34     $ 0.41             $ 0.18  
 
                         
Shares used in per share calculation - basic
    376,455       146,163               390,062  
 
                         
Shares used in per share calculation - diluted
    396,445       150,219               410,052  
 
                         
 
(1)   The letters refer to a description of the adjustments in Note 2, “Pro Forma Adjustments,” of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
     Shares used in computing pro forma combined basic and diluted net income per share is the sum of Brocade shares and Foundry shares (Foundry shares are adjusted for the exchange ratio referred to below). Foundry’s shares are calculated by multiplying the number of outstanding shares of Foundry common stock by the exchange ratio of 0.0907 of a share of Brocade common stock to be issued in exchange for each share of Foundry common stock pursuant to the merger. Dilutive potential common shares have been included only if they have a dilutive effect on earnings per share. Due to the uncertainty of the terms on which Brocade’s new debt may be convertible into shares of Brocade common stock, Brocade did not include any potential dilutive effect relating to such conversion in the shares used in the per share calculation.
     The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1.  Basis of Presentation
     On July 21, 2008, Brocade, Foundry and Falcon Acquisition Sub, Inc. entered into a merger agreement under which Foundry will become a wholly-owned subsidiary of Brocade in a transaction to be accounted for using the purchase method. The total estimated purchase price of approximately $3.1 billion includes $2.7 billion in cash, common stock valued at $99.5 million, stock options, and restricted stock units assumed with a fair value of $285.7 million, and estimated direct transaction costs of $13.4 million.
     The unaudited pro forma condensed combined financial statements assume the issuance of approximately 13.4 million shares of Brocade common stock based on an exchange ratio of 0.0907 of a share of Brocade common stock for each outstanding share of Foundry common stock as of August 20, 2008. The actual number of shares of Brocade common stock to be issued will be determined based on the actual number of shares of Foundry common stock outstanding upon the completion of the merger. The average market price per share of Brocade common stock of $7.57 is based on an average of the closing prices for a range of trading days (July 17, 2008 through July 23, 2008) around the announcement date (July 21, 2008) of the merger.
     Under the terms of the merger agreement, certain outstanding Foundry stock options and restricted stock units to be identified by Brocade prior to the effective time of the merger will be cancelled as of the effective time of the merger and converted into the right to receive the cash equivalent of the per-share merger consideration (less applicable withholding taxes and, in the case of Foundry options, the applicable option exercise price). At the effective time of the merger, each other Foundry stock option that is outstanding and unexercised immediately prior to the effective time will be converted into an option to purchase Brocade common stock, to be effected by Brocade either assuming that stock option or replacing it with a reasonably equivalent option to purchase Brocade common stock based on an exchange ratio derived from the per-share merger consideration set forth in the merger agreement. Based on the number of Foundry stock options outstanding at June 30, 2008 and an estimated five-day average closing price of Brocade common stock of $7.28 based on the closing price on August 20, 2008, without taking into account the Foundry stock options that will be cancelled in connection with the merger, Brocade would convert options to purchase approximately 25.1 million shares of Foundry common stock into options to purchase approximately 66.2 million shares of Brocade common stock. The actual number of Brocade stock options into which Foundry common stock options will be converted will be determined based on the actual number of Foundry common stock options outstanding at the completion of the merger. The fair value of the outstanding options was determined using a Black-Scholes valuation model with the following weighted-average assumptions: volatility of 46.2%, risk-free interest rate of 5.1%, average expected life of 2.1 years and dividend yield of zero. In addition, at the effective time of the merger, Brocade will convert each other outstanding Foundry restricted stock unit into a Brocade restricted stock unit, to be effected by Brocade either assuming that restricted stock unit or replacing it with a reasonably equivalent restricted stock unit of Brocade based on the same exchange ratio referred to above. Based on the number of Foundry restricted stock units outstanding at June 30, 2008 and the estimated five days average closing price of Brocade common stock on August 20, 2008, and without taking into account the Foundry restricted stock units that will be cancelled in connection with the merger, Brocade would convert restricted stock units to purchase approximately 1.6 million shares of Foundry common stock into restricted stock units to purchase approximately 4.0 million shares of Brocade common stock. The actual number of Brocade restricted stock units into which Foundry restricted stock units will be converted will be determined based on the actual number of Foundry restricted stock units outstanding at the completion of the merger. In addition, each outstanding share of Foundry restricted common stock that is unvested and is subject to a risk of forfeiture, a repurchase option or other condition pursuant to an applicable restricted stock purchase agreement or other agreement with Foundry will be exchanged for the same per-share merger consideration as other shares of Foundry common stock. Unless otherwise provided under an applicable stock purchase agreement or other agreement with Foundry, the cash and shares of Brocade common stock issued in exchange for such shares of Foundry restricted common stock will remain unvested and continue to be subject to the same repurchase option, risk of forfeiture or other conditions. It is anticipated that such cash and shares of Brocade common stock will be held by Brocade until the repurchase option, risk of forfeiture or other condition lapses or otherwise terminates. Based on the total number of shares of Foundry restricted common stock outstanding at June 30, 2008, Brocade would exchange approximately 1.1 million shares of common stock for the outstanding shares of Foundry restricted common stock. The actual number of shares of restricted stock to be exchanged will be determined based on the actual number of shares of Foundry restricted common stock outstanding upon the completion of the merger.
     The estimated purchase price and the allocation of the estimated purchase price discussed below are preliminary as the proposed merger has not yet been completed. The actual purchase price will be based on the Brocade shares of common stock issued to Foundry stockholders, the options to purchase Foundry common stock assumed by Brocade, and the restricted common stock exchanged on the

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completion date of the merger. The final allocation of the purchase price will be based on Foundry’s assets and liabilities on the date the merger is completed.
     The preliminary estimated total purchase price is as follows (in thousands):
         
Cash
  $ 2,680,100  
Value of Brocade common stock issued
    99,500  
Estimated fair value of options assumed and restricted common stock and units exchanged
    285,700  
Direct transaction costs
    13,400  
 
     
Total preliminary estimated purchase price
  $ 3,078,700  
 
     
     Under the purchase method of accounting, the total estimated purchase price as shown in the table above is allocated to Foundry’s net tangible and intangible assets based on their estimated fair values as of the date of the completion of the merger. The preliminary estimated purchase price has been allocated based on preliminary estimates that are described in the introduction to these unaudited pro forma condensed combined financial statements. The allocation of the preliminary purchase price, estimated useful lives and first year amortization associated with certain assets are as follows (in thousands):
                         
            First Year     Estimated  
    Amount     Amortization     Useful Life  
Net tangible assets
  $ 918,608     $       N/A  
Identifiable intangible assets:
                       
Developed products technology
    245,900       44,709     5-6 years
Customer contracts and relationships
    237,700       47,540     6-8 years
In-process research and development
    2,800             N/A  
Order backlog
    5,400       5,400       3-12 months
Operating lease contracts
    5,000       2,500       2 years
Goodwill
    1,663,292             N/A  
 
                   
Total preliminary estimated purchase price
  $ 3,078,700     $ 100,149          
 
                   
     A preliminary estimate of $918.6 million has been allocated to net tangible assets acquired and approximately $496.8 million has been allocated to amortizable intangible assets acquired other than goodwill. The amortization related to the amortizable intangible assets is reflected as pro forma adjustments to the unaudited pro forma condensed combined statements of operations.
     Identifiable intangible assets.  Acquired developed products technology include developed and core technology and patents. Developed technology relates to Foundry’s products across all of their product lines that have reached technological feasibility. Core technology and patents represent a combination of Foundry’s processes, patents and trade secrets developed through years of experience in design and development of their products. Brocade expects to amortize the fair value of the acquired product rights based on the pattern in which the economic benefits of the intangible asset will be consumed, which is assumed to be a straight-line depreciation.
     Customer contracts and relationships represent existing contracts that relate primarily to underlying customer relationships. Brocade expects to amortize the fair value of these assets based on the pattern in which the economic benefits of the intangible asset will be consumed.
     Goodwill.  Approximately $1,663.3 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” as amended, goodwill will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.
2.  Pro Forma Adjustments
     Pro forma adjustments are necessary to reflect the estimated purchase price, to reflect amounts related to Foundry’s net tangible and intangible assets at an amount equal to the preliminary estimate of their fair values, to reflect the amortization expense related to the estimated amortizable intangible assets and stock-based compensation, to reflect changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets, and to reflect the income tax effect related to the pro forma adjustments.

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     There were no significant intercompany balances and transactions between Brocade and Foundry as of the dates and for the periods of these pro forma condensed combined financial statements.
     The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had Brocade and Foundry filed consolidated income tax returns during the periods presented.
     The unaudited pro forma condensed combined financial statements do not include liabilities that may result from integration activities which are not presently estimable. Management of Brocade and Foundry are in the process of making these assessments and estimates of these costs are not currently known. However, liabilities ultimately may be recorded for severance costs for Foundry employees, costs of vacating some facilities of Foundry, or other costs associated with exiting activities of Foundry that would affect the pro forma financial statements. Any such liabilities would be recorded as an adjustment to the purchase price and an increase in goodwill.
     Brocade has not identified any pre-merger contingencies where the related asset, liability or impairment is probable and the amount of the asset, liability or impairment can be reasonably estimated. Prior to the end of the purchase price allocation period, if information becomes available which would indicate it is probable that such events have occurred and the amounts can be reasonably estimated, such items will be included in the purchase price allocation.
     The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:
  (a)   To eliminate Foundry’s equity;
 
  (b)   To eliminate Foundry’s historical intangible assets;
 
  (c)   To record the fair value of Brocade shares exchanged in the merger;
 
  (d)   To record the fair value of Foundry common stock options assumed and of restricted common stock and common stock units exchanged;
 
  (e)   To record the fair value of Foundry’s identifiable intangible assets;
 
  (f)   To accrue the direct costs associated with the merger transaction and reverse prepaid direct costs;
 
  (g)   To record the value of the new term and convertible debt obtained to finance the acquisition;
 
  (h)   To record goodwill;
 
  (i)   To adjust inventory to its fair value;
 
  (j)   To adjust accounts receivables for products and support revenue with acceptance clauses, future upgrades, etc.;
 
  (k)   To record cash tendered for the purchase consideration;
 
  (l)   To record pro forma tax adjustment;
 
  (m)   To record fees associated with issuance of new debt;
 
  (n)   To adjust deferred revenue to the fair value of the legal performance obligations under Foundry existing contracts;
 
  (o)   To eliminate McDATA historical amortization of intangible assets;
 
  (p)   To amortize acquired McDATA product rights based upon the pattern in which the economic benefits of the intangible assets will be consumed for one quarter;

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  (q)   To amortize other McDATA intangible assets based upon the pattern in which the economic benefits of the intangible assets will be consumed for one quarter;
 
  (r)   To eliminate Foundry historical amortization of patent cross-license agreements;
 
  (s)   To eliminate Foundry historical amortization of purchased intangible assets;
 
  (t)   To amortize acquired Foundry product rights based upon the pattern in which the economic benefits of the intangible assets will be consumed;
 
  (u)   To amortize Foundry intangible assets based upon the pattern in which the economic benefits of the intangible assets will be consumed;
 
  (v)   To record interest expense including amortization of direct costs for new debt; Adjustments for new debt are calculated assuming a fully drawn facility of $1.6 billion and weighted average interest rate of 6.2%; direct costs are amortized over seven years period; and
 
  (w)   To record tax adjustment to pro forma income statements.
3.  Pro Forma Net Income (Loss) Per Share
     Shares used in computing pro forma combined basic and diluted net income per share is the sum of Brocade shares, Foundry shares (Foundry shares are adjusted for the exchange ratios referred to below) and McDATA shares (where applicable). Foundry’s shares are calculated by multiplying each share of Foundry common stock by the exchange ratio of 0.0907 of a share of Brocade common stock for each share of Foundry common stock. McDATA’s shares are calculated by multiplying each share of McDATA common stock by the exchange ratio of 0.75. McDATA shares are included for one quarter only. Dilutive potential common shares have been included only if they have a dilutive effect on earnings per share. Due to the uncertainty of the terms on which Brocade’s new debt may be convertible into shares of Brocade common stock, Brocade did not include any potential dilutive effect relating to such conversion in the shares used in the per share calculation.

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