Event Brief of Software Industry Leaders Symantec and VERITAS Software To Merge - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

CORPORATE PARTICIPANTS

. Helyn Corcos, Symantec Corp., VP, IR . John Thompson, Symantec Corp., Chairman & CEO . Gary Bloom, VERITAS Software Corp., Chairman of the Board, President & CEO . Greg Myers, Symantec Corp., SVP, Finance & CFO

OVERVIEW

VRTS and SYMC have signed a definitive agreement to merge. This positions the combined co. as the fourth largest software co. in the world with projected revenue of approx. $5b for FY06. Q&A Focus: Partners, competition, cash, shareholders, and revenue.

FINANCIAL DATA

A. Key Data From Call 1. VRTS shareholders will receive in a tax-free exchange 1.1242 shares of SYMC common stock for each share of VRTS common stock. 2. SYMC will issue approx. 493.5m shares of common stock to VRTS shareholders on a fully diluted basis, valuing the transaction at approx. $13.5b. 3. The combined co. is forecasted to have revenues of approx. $5b.

PRESENTATION SUMMARY

S1. Comments by SYMC CEO (J.T.) 1. Highlights: 1. VERITAS Software (VRTS) and SYMC have signed a definitive agreement to merge.

2. The combined co. will offer customers one of the broadest

portfolios of software and solution on the most complete set

of operating platforms and across all tiers of the infrastructure.

3. Strategically, it positions SYMC as the fourth largest

software co. in the world with projected revenue of approx.

$5b for FY06. 1. The Co. expects about 75% of the revenues to be derived from the enterprise customer base. 4. The combined co. will serve millions of consumers as well as small, medium, and large enterprise customers with a global organization of close to 13,000 employees with operations in more than 40 countries.

1. The vast network of channel partners will also help bring

solutions to literally millions of customers. 2. There will be a sales and services organization comprised of nearly 6,000 people and a development organization of about 3,500 people worldwide.

3. The total opportunity for the combined co. now stands at $35b and is expected to reach $56b by 2007 according to IDC.

S2. VRTS CEO's View (G.B.) 1. Review: 1. The VRTS strategy to enable utility computing has been about improving the availability of business applications and data. 1. At the same time, VRTS has helped CIOs operate within their constrained budgets by driving down their hardware and labor costs. 2. VRTS now leads the market in Windows and UNIX backup, storage mgt., email archiving, and non-array based storage software. 2. Some obvious synergies between the two companies' product lines that is expected to provide significant value to its customers are: 1. Resilient infrastructure. 1. Where threats can be detected on the Internet, it would automatically raise the service level requirements on

mission critical applications. 2. In response to a virus outbreak inside the co., systems would be restored in an automated fashion accelerating the time to recover. 2. Comprehensive email mgt. 1. From the edge of the corp. network to the central email

server, the combined product set can provide filtering for spam, detect viruses, archive emails, and protect the system against planned and unplanned outages. 3. Another major area of interest for CIOs is the regulatory compliance area.

S3. Financials (G.M.) 1. Transaction Details: 1. This transaction will be a counterpart of purchase accounting rules and would be expected to close during 2Q05. 2. Under the terms of the merger agreement, VRTS shareholders will receive in a tax-free exchange 1.1242 shares of SYMC common stock for each share of VRTS common stock. 1. Based upon SYMC's closing price of $27.38 on Wednesday, Dec. 15, this will represent a price of $30.78 per VRTS share.

2. SYMC will issue approx. 493.5m shares of common stock to VRTS shareholders on a fully diluted basis to complete the transaction, valuing the transaction at approx. $13.5b. 2. SYMC's Financial View of the Combined Companies: 1. The initial outlook is non-GAAP due to the inability to estimate a debt-driven cost associated with the proposed merger, restructuring cost, and the allocation of the purchase price between goodwill, IPRB, IPRD and other intangibles. 2. The combined co.'s first full operating year will begin in FY06. 1. It starts in April of 2005 and concludes at the end of March in 2006. 3. The combined co. is forecasted to have revenues of approx. $5b. 1. This revenue estimate assumes the loss of $300m of VRTS' estimated deferred revenue balance of $490m at the end of March 2005 through purchase accounting adjustments.

2. Excluding this estimated loss of deferred revenue, consolidated revenue growth would be about 18%. 4. OpEx is anticipated to be about 55% of revenue in FY06, assuming about $100m in operating synergies between the two companies. 1. About $13m of these synergies would be realized in the first combined qtr. with margin reductions as it moves through the integration process in FY06. 5. This merger is not about cost synergies. 1. This transaction is about the combined team leveraging its go-to-market activities to support long-term growth and earnings. 6. On a non-GAAP basis, fully diluted earnings excluding the amortization of dealer-related intangibles, restructuring charges, amortization of deferred compensation, and any one-time cost associated with the merger should be $0.83. 1. Within that estimate, it should be noted that the loss of VRTS' deferred revenue in FY06 through purchase accounting adjustments will affect the non-GAAP FY earnings by about $0.16 per share. 2. Without the loss of deferred revenue, the …