Selected Denali Unaudited Pro Forma Condensed Combined Financial Data

SELECTED DENALI UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The selected unaudited pro forma condensed combined financial data for the year ended January 29, 2016 combines the historical consolidated statements of income (loss) of Denali and EMC, giving effect to the merger and related financing transactions as if they had occurred on January 31, 2015, the first day of the fiscal year ended January 29, 2016. The unaudited pro forma condensed combined statement of loss for the year ended January 29, 2016 additionally reflects the anticipated disposition of Dell Services, which will be accounted for as discontinued operations, as if it had occurred on February 2, 2013. The selected unaudited pro forma condensed combined statement of financial position data as of January 29, 2016 combines the historical consolidated statements of financial position of Denali and EMC, giving effect to the merger, related financing transactions and anticipated disposition of Dell Services, which will be accounted for as discontinued operations, as if they had occurred on January 29, 2016. The selected unaudited pro forma condensed combined financial data has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this proxy statement/prospectus under “Denali Unaudited Pro Forma Condensed Combined Financial Statements.”

The selected unaudited pro forma condensed combined financial data is presented for informational purposes only. The selected unaudited pro forma condensed combined financial data does not purport to represent what the combined company’s results of operations or financial condition would have been had the merger or disposition actually occurred on the dates indicated, and does not purport to project the combined company’s results of operations or financial condition for any future period or as of any future date. The selected unaudited pro forma condensed combined financial data does not reflect all potential divestitures that may occur prior to, or subsequent to, the completion of the merger, cost savings that may be realized as a result of the merger, or any potential changes in compensation plans. Further, as explained in the notes accompanying the unaudited pro forma condensed combined financial information included under “Denali Unaudited Pro Forma Condensed Combined Financial Statements,” the pro forma allocation of purchase price reflected in the selected unaudited pro forma condensed combined financial data is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Additionally, the adjustments made in the selected unaudited pro forma condensed financial data, which are described in those notes, are preliminary and may be revised.

		Pro forma
		Fiscal Year Ended January 29, 2016
		(in millions, except per share data)
Combined Results of Operations Data:
Net revenue		$	73,959
Gross margin		$	19,150
Operating loss		$	(2,925	)
Loss from continuing operations before income taxes		$	(5,629	)
Net loss from continuing operations		$	(3,704	)
DHI Group Common Stock:
Loss per share from continuing operations, basic		$	(7.32	)
Loss per share from continuing operations, diluted		$	(7.32	)
Weighted average shares outstanding, basic			560
Weighted average shares outstanding, diluted			560
Net loss from continuing operations attributable to DHI Group common stock		$	(4,097	)
Class V Common Stock:
Earnings per share from continuing operations, basic		$	2.35
Earnings per share from continuing operations, diluted		$	2.34
Weighted average shares outstanding, basic			223
Weighted average shares outstanding, diluted			223
Net income from continuing operations attributable to Class V Common Stock		$	524

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The following table presents Denali’s selected unaudited pro forma combined statement of financial position data as of January 29, 2016:

		Pro forma
		January 29, 2016
		(in millions)
Combined Statement of Financial Position Data:
Cash and cash equivalents		$	7,037
Total assets		$	135,603
Short-term debt (1)		$	2,793
Long-term debt (2)		$	51,405
Total stockholders’ equity (3)		$	20,072

(1)

Assumes that the divestiture of Dell Services closes substantially concurrently with or prior to the completion of the merger and the proceeds from such divestiture are used to fund the merger and related transactions. To the extent that the divestiture of Dell Services does not close substantially concurrently with or prior to the completion of the merger, pro forma short-term debt as of January 29, 2016 would be $4,993 million.

(2)

Assumes that the divestiture of Dell Services closes substantially concurrently with or prior to the completion of the merger and the proceeds from such divestiture are used to fund the merger and related transactions. To the extent that the divestiture of Dell Services does not close substantially concurrently with or prior to the completion of the merger, pro forma long-term debt as of January 29, 2016 would be $51,905 million.

(3)

Assumes that the divestiture of Dell Services closes substantially concurrently with or prior to the completion of the merger and the proceeds from such divestiture are used to fund the merger and related transactions. To the extent that the divestiture of Dell Services does not close substantially concurrently with or prior to the completion of the merger, pro forma total stockholders’ equity as of January 29, 2016 would be $18,479 million.

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