EX-99.3 6 b656883cexv99w3.htm EX-99.3 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS exv99w3
 

Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLDIATED FINANCIAL STATEMENTS OF
HUAWEI-3COM CO., LIMITED
As previously reported, on November 28, 2006, we announced that Huawei Technologies had accepted our bid to purchase Huawei’s 49 percent interest in our joint venture, Huawei-3Com Co., Limited (“H3C”), for $882 million (the “Acquisition”). The Acquisition closed on March 29, 2007. The total acquisition and financing costs for this transaction were approximately 3 percent of the transaction value for a total value of $891 million. We used approximately $473.0 million of our SCN segment cash balances to fund a portion of the purchase price for the Acquisition and related fees and expenses. Huawei-3Com Co., Limited will now be known as H3C Technologies Co., Limited, or H3C.
The following unaudited pro forma condensed consolidated balance sheet as of March 2, 2007 and the unaudited pro forma condensed consolidated statements of operations for the nine months ended March 2, 2007 and the year ended June 2, 2006 are based on the historical financial statements of 3Com and H3C after giving effect to the Acquisition, using the purchase method of accounting, borrowings made in connection therewith under the Senior Facility (as described in Note 3) and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated balance sheet as of March 2, 2007 is presented to give effect to the Acquisition as if it and the borrowings under the Senior Facility had occurred on March 2, 2007 and consolidates the historical 3Com March 2, 2007 balance sheet and the historical H3C December 31, 2006 balance sheet. The unaudited pro forma condensed consolidated statements of operations of 3Com and H3C for the nine months ended March 2, 2007 and the year ended June 2, 2006 are presented as if the Acquisition and the borrowings under the Senior Facility had occurred on June 4, 2005, the beginning of the fiscal periods presented. As H3C reports on a calendar year basis, we consolidated H3C based on H3C’s most recent financial statements, two months in arrears. The unaudited pro forma condensed consolidated statements of operations for the nine months ended March 2, 2007 contain the results of H3C’s operations for the nine months ended December 31, 2006. The unaudited pro forma condensed consolidated statements of operations for the year ended June 2, 2006 contain the results of H3C’s operations for twelve months ended March 31, 2006.
Under the purchase method of accounting, the total preliminary purchase price as described in Note 2 to these unaudited pro forma condensed consolidated financial statements was allocated to the net tangible and intangible assets of H3C acquired in connection with the Acquisition based on their fair values as of the completion of the acquisition. The estimated fair values of certain assets and liabilities have been determined with the assistance of third party valuation specialists. The preliminary work performed by the third party valuation specialists has been considered in management’s estimates of the fair values reflected in these unaudited pro forma condensed consolidated financial statements. Management’s estimates and assumptions are subject to change upon the finalization of the valuation and may be adjusted in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. The purchase price allocation is preliminary.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements and the accompanying notes of 3Com included in 3Com Corporation’s Annual Report on Form 10-K for the year ended June 2, 2006 and quarterly reports filed on Form 10-Q for the three months ended September 1, 2006, the three and six months ended December 1, 2006 and the three and nine months ended March 2, 2007, which were filed with the Securities and Exchange Commission. The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of 3Com that would have been reported had the Acquisition and the borrowings under the Senior Facility been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of 3Com. The unaudited pro forma condensed consolidated financial statements do not reflect any operating efficiencies and cost savings that 3Com may achieve with respect to the consolidated companies nor do they include the effects of 3Com’s future repayment of the borrowings under the Senior Facility.

1


 

Unaudited Pro Forma Condensed Consolidated Balance Sheet
of 3Com Corporation and Huawei-3Com Co., Limited
March 2, 2007
                                         
                    Elimination of                
                    H3C results                
                    already in                
                    3Com’s             Pro Forma  
                    Consolidated     Pro Forma     Condensed  
(In thousands)   3Com     H3C     Results (a)     Adjustments     Consolidated  
ASSETS
                                       
Current assets:
                                       
Cash and equivalents
  $ 842,761     $ 294,319     $ (294,319 )   $ (473,041 )(b)   $ 369,720  
Short-term investments
    113,386                         113,386  
Notes receivable
    35,671       35,671       (35,671 )           35,671  
Accounts receivable, net
    144,345       76,443       (76,443 )           144,345  
Inventories, net
    124,459       95,096       (95,096 )     13,117 (c)     137,576  
Other current assets
    51,214       18,578       (18,578 )           51,214  
                 
Total current assets
    1,311,836       520,107       (520,107 )     (459,924 )     851,912  
Property and equipment, net
    80,564       35,474       (35,474 )           80,564  
Goodwill
    357,430       40       (40 )     217,701 (d)     575,131  
Intangible assets, net
    80,166       36,280       (36,280 )     460,439 (e)     540,605  
Deposits and other assets
    27,662       15,435       (15,435 )     12,406 (f)     40,068  
                 
Total assets
  $ 1,857,658     $ 607,336     $ (607,336 )   $ 230,622     $ 2,088,280  
                 
 
                                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                       
Current liabilities:
                                       
Accounts payable
  $ 128,916     $ 93,766     $ (93,766 )   $     $ 128,916  
Accrued liabilities and other
    342,239       156,982       (156,982 )     64,884 (g)(h)(i)     407,123  
Current portion of long-term debt
                      94,000 (j)     94,000  
                 
Total current liabilities
    471,155       250,748       (250,748 )     158,884       630,039  
Deferred revenue and long-term obligations
    2,354       24,569       (24,569 )     31,868 (g)     34,222  
Long term debt
                      336,000 (j)     336,000  
Minority interest
    171,853                   (171,853 )(k)      
Stockholders’ equity:
                                     
Common stock
    2,316,571       122,705       (122,705 )           2,316,571  
Retained (deficit) earnings
    (1,110,183 )     198,990       (198,990 )     (120,684 )(l)     (1,230,867 )
Accumulated other comprehensive income (loss)
    5,908       10,324       (10,324 )     (3,593 )(l)     2,315  
                 
Total stockholders’ equity
    1,212,296       332,019       (332,019 )     (124,277 )     1,088,019  
                 
Total liabilities and stockholders’ equity
  $ 1,857,658     $ 607,336     $ (607,336 )   $ 230,622     $ 2,088,280  
                 
The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

2


 

Unaudited Pro Forma Condensed Consolidated Statement of Operations
of 3Com Corporation and Huawei-3Com Co., Limited
Year Ended June 2, 2006
                                         
                    Elimination of                
                    H3C results                
                    already in                
                    3Com’s             Pro Forma  
                    Consolidated     Pro Forma     Condensed  
(In thousands)   3Com     H3C     Results (a)     Adjustments     Consolidated  
Sales
  $ 794,807     $ 517,246     $ (103,623 )   $ (61,649 )(m)   $ 1,146,781  
Cost of sales
    466,743       280,553       (54,480 )     (50,984 )(m)(i)     641,832  
                 
Gross profit
    328,064       236,693       (49,143 )     (10,665 )     504,949  
 
Operating expenses:
                                       
Sales and marketing
    274,745       84,474       (15,620 )     13,576 (i)     357,175  
Research and development
    101,870       73,957       (11,732 )     20,864 (i)     184,959  
General and administrative
    72,596       18,525       (2,851 )     5,081 (i)     93,351  
Amortization and write-down of intangible assets
    20,903                   101,232 (e)     122,135  
In-process research and development
    650                         650  
Restructuring charges
    14,403                         14,403  
                 
Total operating expenses
    485,167       176,956       (30,203 )     140,753       772,673  
                 
Operating (loss) income
    (157,103 )     59,737       (18,940 )     (151,418 )     (267,724 )
Gain on investments, net
    4,333             20             4,353  
Interest income, net
    29,085       6,890       (1,909 )     (54,096 )(f)(n)     (20,030 )
Other income, net
    8,235       8,031       (7,363 )           8,903  
                 
(Loss) income before income taxes, equity interest in loss of unconsolidated joint venture and minority interest
    (115,450 )     74,658       (28,192 )     (205,514 )     (274,498 )
Income tax benefit
    14,833       4,136       2,541       7,592 (g ) (o)     29,102  
Equity interest in unconsolidated joint venture
    11,016                   (11,016) (p)      
Minority interest in income of consolidated joint venture
    (11,074 )                 11,074 (k)      
                 
Net (loss) income
  $ (100,675 )   $ 78,794     $ (25,651 )   $ (197,864 )   $ (245,396 )
                 
The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations
of 3Com Corporation and Huawei-3Com Co., Limited
Nine Months Ended March 2, 2007
                                         
                    Elimination of                
                    H3C results                
                    already in                
                    3Com’s             Pro Forma  
                    Consolidated     Pro Forma     Condensed  
(In thousands)   3Com     H3C     Results (a)     Adjustments     Consolidated  
             
Sales
  $ 956,561     $ 556,985     $ (556,985 )   $     $ 956,561  
Cost of sales
    516,544       295,699       (295,699 )     2,264 (i)     518,808  
           
Gross profit
    440,017       261,286       (261,286 )     (2,264 )     437,753  
 
Operating expenses:
                                       
Sales and marketing
    230,648       86,505       (86,505 )     6,585 (i)     237,233  
Research and development
    144,363       82,523       (82,523 )     10,120 (i)     154,483  
General and administrative
    65,083       15,879       (15,879 )     2,464 (i)     67,547  
Amortization and write-down of intangible assets
    34,630                   68,242 (e)     102,872  
In-process research and development
    1,700                         1,700  
Restructuring charges
    2,776                         2,776  
                 
Total operating expenses
    479,200       184,907       (184,907 )     87,411       566,611  
                 
Operating (loss) income
    (39,183 )     76,379       (76,379 )     (89,675 )     (128,858 )
Gain on investments, net
    799                         799  
Interest income, net
    32,802       5,975       (5,975 )     (44,681) (f)(n)     (11,879 )
Other income, net
    26,971       24,655       (24,655 )           26,971  
                 
Income before income taxes and minority interest
    21,389       107,009       (107,009 )     (134,356 )     (112,967 )
Income tax (provision) benefit
    (5,047 )     (5,223 )     5,223       5,118 (g)(o)     71  
Minority interest in income of consolidated joint venture
    (38,705 )                 38,705 (k)      
                 
Net (loss) income
  $ (22,363 )   $ 101,786     $ (101,786 )   $ (90,533 )   $ (112,896 )
                 
The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

4


 

1. Basis of Pro Forma Presentation
The unaudited pro forma condensed consolidated balance sheet as of March 2, 2007 is presented to give effect to the acquisition, by 3Com Corporation (“3Com”) of the remaining 49% of Huawei-3Com Co., Limited (“H3C”), as if it and the borrowings under the Senior Facility (See note 4) had occurred on March 2, 2007 and combines the historical 3Com March 2, 2007 balance sheet and the historical H3C December 31, 2006 balance sheet. The unaudited pro forma condensed consolidated statements of operations for the nine months ended March 2, 2007 and the year ended June 2, 2006 are presented as if the acquisition and the borrowings under the Senior Facility had occurred on June 4, 2005 the beginning of the fiscal periods presented. No pro forma adjustments were required to conform H3C’s accounting policies to 3Com’s accounting policies.
Under the purchase method of accounting the total preliminary purchase price as described in Note 2 to these unaudited pro forma condensed consolidated financial statements was allocated to the net tangible and intangible assets of H3C acquired in connection with the purchase of Huawei’s 49 percent stake of the joint venture based on their fair values as of the completion of the acquisition. The estimated fair values of certain assets and liabilities have been determined with the assistance of third party valuation specialists. The preliminary work performed by the third party valuation specialists has been considered in management’s estimates of the fair values reflected in these unaudited pro forma condensed consolidated financial statements. Management’s estimates and assumptions are subject to change upon the finalization of the valuation and may be adjusted in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. The purchase price allocation is preliminary.
2. Acquisition of Huawei-3Com Co., Limited
On November 17, 2003, 3Com formed the Huawei-3Com joint venture, or H3C, with a subsidiary of Huawei Technologies, Ltd., or Huawei. H3C is domiciled in Hong Kong, and has its principal operating center in Hangzhou, China.
At the time of formation, we contributed cash of $160.0 million, assets related to our operations in China and Japan, and licenses related to certain intellectual property in exchange for a 49 percent ownership interest in H3C. We recorded our initial investment in H3C at $160.1 million, reflecting our carrying value for the cash and assets contributed. Huawei contributed its enterprise networking business assets — including Local Area Network, or LAN, switches and routers; engineering, sales and marketing resources and personnel; and licenses to its related intellectual property — in exchange for a 51 percent ownership interest. Huawei’s contributed assets were valued at $178.2 million at the time of formation.
Two years after the formation of H3C, we had the one-time option to purchase an additional two percent ownership interest from Huawei. On October 28, 2005, we exercised this right and entered into an agreement to purchase an additional two percent ownership interest in H3C from Huawei for an aggregate purchase price of $28.0 million. We were granted regulatory approval by the People’s Republic of China (“PRC”) and subsequently completed this transaction on January 27, 2006. Consequently, we owned a majority interest in the joint venture and, therefore, consolidated H3C’s financial statements beginning February 1, 2006, a date used under the principle of a convenience close. As H3C reports on a calendar year basis, we consolidate H3C based on H3C’s most recent financial statements, two months in arrears.
Three years after formation of H3C, we and Huawei each had the right to initiate a bid process to purchase the equity interest in H3C held by the other. 3Com initiated the bidding process on November 15, 2006 to buy Huawei’s 49 percent stake in H3C and our bid of $882 million was accepted by Huawei on November 27, 2006. The transaction closed on March 29, 2007, at which time the purchase price was paid in full.

5


 

Under the purchase method of accounting, the total estimated purchase price was allocated to H3C’s tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of the completion of the acquisition. The preliminary purchase price as of the date of closing is shown below (in millions):
         
    Preliminary Purchase Price  
Cash
  $ 882.0  
Direct acquisition costs
    8.6  
 
     
Total purchase price
  $ 890.6  
 
     
The preliminary estimated purchase price was allocated as follows (in millions):
         
    Preliminary Purchase Price  
    Allocation  
Net assets acquired
  $ 149.5  
Identifiable intangible assets:
       
Trademark
    112.6  
Core technology
    90.1  
Completed technology
    167.9  
Distributor relationship
    1.7  
OEM-out agreement with Huawei
    42.0  
Huawei non-compete agreement
    46.1  
 
     
Total identifiable intangible assets
    460.4  
In-process research and development
    63.0  
Goodwill
    217.7  
 
     
Total preliminary purchase price allocation
  $ 890.6  
 
     
The preliminary allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions which are subject to change upon the finalization of the valuation. The purchase price allocation is preliminary.
Of the total estimated purchase price, a preliminary estimate of approximately $149.5 million was allocated to net assets acquired. Net assets were valued at their respective carrying amounts, which management believes approximate fair value, except for adjustments to inventory and deferred revenue. Inventory was adjusted by an increase of $13.1 million in the pro forma condensed consolidated balance sheet, to adjust inventory to the actual fair value less direct selling expense plus reasonable profit. Deferred revenues were reduced by $0.4 million in the pro forma condensed consolidated balance sheet, to adjust deferred revenue to the estimated cost plus an appropriate profit margin to perform the support and maintenance services.
Approximately $460.4 million was allocated to acquired identifiable intangible assets. Existing core technology is comprised of products that have reached technological feasibility, which includes most of H3C’s technology. The remainder of intangible assets is associated with maintenance agreements, trademarks, and non-competition agreements. The amortization related to the amortizable intangible assets is reflected as a pro forma adjustment to the unaudited pro forma condensed consolidated statements of operations.
Of the total estimated purchase price, approximately $63.0 million was allocated to in-process research and development (IPR&D) and was charged to expense upon completion of the acquisition. IPR&D represents incomplete H3C research and development projects that had not reached technological feasibility and had no alternative future use as of the acquisition date. Technological feasibility is established when an enterprise has completed all planning, designing, coding, and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features, and technical performance requirements. At the time of acquisition, H3C had multiple IPR&D efforts under way for certain current and future product lines. Purchased IPR&D relates primarily to projects associated

6


 

with certain H3C routers and switch products which had not yet reached technological feasibility as of the acquisition date and have no alternative future use.
Of the total estimated purchase price, approximately $217.7 million was allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. Goodwill amounts are not amortized, but rather are tested for impairment at least annually. In the event that we determine that the value of the goodwill has become impaired, an accounting charge for the amount of the impairment will be incurred in the quarter in which such determination is made.
3. Equity Appreciation Rights Plan
The closing of the acquisition triggered a bonus program for substantially all of H3C’s approximately 4,800 employees. This program, which was implemented by Huawei and 3Com in a prior period, is called the Equity Appreciation Rights Plan, or EARP, and funds a bonus pool based upon a percentage of the appreciation in H3C’s value from the initiation of the program to the time of the closing of the Acquisition. A portion of the program is also based on cumulative earnings of H3C. The total value of the EARP is expected to be approximately $190 million. Approximately $37 million related to cumulative earnings was accrued by December 31, 2006 (the fiscal year end for H3C), and about $90 million is expected to vest in future periods. Finally, based upon the vesting schedules, within our H3C results, we recorded an incremental net charge of approximately $60 million related to the change in control, just prior to the closing of our incremental ownership acquisition. The first cash pay-out under the program is currently expected to occur within 3Com’s fourth fiscal quarter of 2007, and we expect this payment to be approximately $95 to $100 million. We expect the unvested portion will be accrued in our H3C operating segment over the next 3 years serving as a continued retention and incentive program for H3C employees.
4. Senior Facility
On March 22, 2007, H3C Holdings Limited (the “Borrower”), an indirect wholly-owned subsidiary of 3Com Corporation, entered into a Credit and Guaranty Agreement dated as of March 22, 2007 among H3C Holdings Limited, as Borrower, 3Com Corporation, 3Com Holdings Limited and 3Com Technologies, as Holdco Guarantors, various Lenders, Goldman Sachs Credit Partners L.P., as Mandated Lead Arranger, Bookrunner, Administrative Agent and Syndication Agent (“GSCP”), and Industrial and Commercial Bank of China (Asia) Limited, as Collateral Agent (the “Senior Facility”). Under the Senior Facility, on March 28, 2007 the Borrower borrowed $430 million (the “Existing Loan”) to finance a portion of the purchase price for our March 29, 2007 acquisition (the “Acquisition”) of 49 percent of our China-based joint venture, H3C Technologies Co., Limited (“H3C”), from an affiliate of Huawei Technologies.
As previously disclosed, on May 25, 2007, the parties amended and restated the Senior Facility in order to, among other things, convert the Existing Loan into two tranches with different principal amortization schedules and different interest rates (the “A&R Loans”). The other provisions of the Senior Facility, including covenants, collateral, temporary guarantees and other provisions, remain largely unchanged. It was expected that the closing of the A&R Loans would take place on May 31, 2007.
3Com and H3C are not borrowing additional funds under the A&R Loans. Other than with respect to transaction fees and expenses, the consummation of the closing of the A&R Loans resulted in fund transfers solely among existing and new lenders.
The A&R Loans are subject to the terms and conditions of an Amended and Restated Credit and Guaranty Agreement dated as of May 25, 2007 and effective as of May 31, 2007 among H3C Holdings Limited, as Borrower, 3Com Corporation, 3Com Holdings Limited and 3Com Technologies, as Holdco Guarantors, H3C, as a Guarantor, various Lenders, GSCP, as Mandated Lead Arranger, Bookrunner, Administrative Agent and Syndication Agent, and Industrial and Commercial Bank of China (Asia) Limited, as Collateral Agent.

7


 

5. Pro Forma Adjustments
The unaudited pro forma condensed consolidated financial statements include the pro forma adjustments necessary to give effect to the purchase accounting adjustments and borrowings as if the Acquisition and the borrowings occurred on March 2, 2007 for the balance sheet and June 4, 2005 for the unaudited pro forma condensed consolidated statements of operations for the nine months ended March 2, 2007 and the year ended June 2, 2006, respectively.
The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statements are as follows:
  (a)   Adjustments to eliminate the results of H3C audited financial statements, to the extent they are already consolidated into the 3Com consolidated financial statements. For the year ended June 2, 2006 3Com only consolidated 2 months of H3C results as prior to that period 3Com was the minority shareholder. For the nine months ended March 2, 2007, 3Com consolidated 9 months of H3C results.
 
  (b)   Adjustment to record the following adjustments to cash and cash equivalents:
(in millions):
         
To record proceeds from the Senior Facility
  $ 430.0  
To record cash paid for the Senior Facility fees
    (12.4 )
To record cash paid for Huawei’s 49 percent share of H3C
    (882.0 )
To record estimated acquisition transaction costs
    (8.6 )
 
     
 
Total adjustment to cash
  $ (473.0 )
 
     
  (c)   Adjustment reflects our acquired 49 percent portion of the difference between our preliminary estimate of the fair value of inventory, net and the historical carrying value of inventory, net.
 
  (d)   Adjustment to reflect the preliminary estimate of the fair value of goodwill of approximately $217.7 million. transaction costs of approximately $8.6 million.

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  (e)   Adjustments to reflect the preliminary estimate of the fair value of identifiable intangible assets of approximately $452.7 million and the resulting increase in the straight line amortization expense for the periods presented, as follows (in millions):
 
                                 
    Estimated     Amount of Annual     Amount of 9 -        
    Fair Value     Amortization     Month Amortization     Useful Life in Years  
Trademark
  $ 112.6     $     $     Indefinite
Core technology
    90.1       15.0       11.3       6  
Distributor relationship
    1.7       0.8       0.6       2  
Completed technology
    167.9       54.7       40.9       2 - 4  
OEM-out agreement with Huawei
    42.0                 Indefinite
Huawei non-compete agreement
    46.1       30.7       15.4       1.5  
 
                         
 
                               
Total
  $ 460.4     $ 101.2     $ 68.2          
 
                         


  (f)   Adjustment to record the payment of the Senior Facility fees. The amortized expense was $2.3 million and 1.7 million for the twelve months ended June 2, 2006 and nine months ended March 2, 2007, respectively. These fees will be amortized to interest expense over the life of the Senior Facility which is 5 years and 5 months.
 
  (g)   Adjustment to record deferred tax liabilities related to basis differences resulting from the Acquisition and the related amortization of the deferred tax liability as basis differences reverse. The adjustment to the pro forma balance sheet aggregated $39.5 million at March 2, 2007.
 
  (h)   Adjustment to record the acquired 49 percent difference between the preliminary estimate of the fair value and the historical amount of deferred revenue. The adjustment to the pro forma balance sheet aggregated $0.4 million at March 2, 2007.

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  (i)   Adjustment to accrue contingent payments to employees under an EARP plan associated with the prospective vesting of the EARP awards post acquisition. The EARP expense related to the following statements of income captions:
 
                 
    12 Months Ended     9 Months Ended  
(in millions):   June 2, 2006     March 2, 2007  
Cost of sales
  $ 4.7     $ 2.3  
Sales and marketing
    13.6       6.6  
Research and development
    20.8       10.1  
General and administrative
    5.1       2.4  
 
           
 
Total
  $ 44.2     $ 21.4  
 
           


  (j)   Adjustment to record the current and long-term portions of the Senior Facility used to fund part of the purchase price for the acquisition.
 
  (k)   Adjustment to eliminate the minority interest of Huawei held in H3C pre-acquisition.
 
  (l)   Adjustments to stockholder’s equity (in millions):
 
         
To record the preliminary estimate of the fair value of in-process research and development
  $ (63.0 )
To record the charge for contingent payments to employees triggered by the change of control
    (57.7 )
To eliminate remaining accumulated other comprehensive income
    (3.6 )
 
     
Total adjustment to stockholder’s equity excluding inventory and deferred revenue adjustments
  $ (124.3 )
 
     


  (m)   Adjustment to eliminate additional months of intercompany sales for the periods prior to 3Com acquiring control in February 2006.

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  (n)   Adjustments to record the interest expense associated with the Senior Facility for the period. The interest rate for the Tranche A is LIBOR plus 2.00 points, the interest rate for Tranche B is LIBOR plus 3.00 points. The LIBOR interest used to calculate the interest expense is 5.37%. The LIBOR The interest expense is $33.7 million and $25.3 million for the twelve months ended June 2, 2006 and nine months ended March 2, 2007, respectively. The adjustment also reverses the interest income earned for the period for the cash consideration paid in connection with the acquisition. The interest income reversed is $18.1 million and $17.7 million for the twelve months ended June 2, 2006 and nine months ended March 2, 2007, respectively.
  (o)   Adjustment to record the income tax effect on H3C’s results of operations of the pro forma adjustments utilizing 7.5 percent statutory rate for H3C.
 
  (p)   Adjustment to eliminate 3Com’s equity interest in the as reported unconsolidated H3C joint venture.

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