Filed by Dell Technologies Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 of the
Securities Exchange Act of 1934
Subject Company: Dell Technologies Inc.
(Commission File No. 001-37867)
The Essential and Trusted Technology Partner Leading the Way to Digital Transformation November 2018
IMPORTANT NOTICES No Offer or Solicitation This communication does not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law. Additional Information and Where to Find It This communication is being made in respect of the proposed merger of a wholly-owned subsidiary of Dell Technologies Inc. (“Dell Technologies”) with and into Dell Technologies, with Dell Technologies as the surviving entity, pursuant to which each share of Class V common stock of Dell Technologies will, at the election of the holder, convert into the right to receive shares of Class C common stock of Dell Technologies or cash, without interest, and each existing share of Class A common stock, Class B common stock and Class C common stock of Dell Technologies will be unaffected by the merger and remain outstanding. The proposed transaction requires the approval of a majority of the aggregate voting power of the outstanding shares of Class A common stock, Class B common stock and Class V common stock other than those held by affiliates of Dell Technologies, in each case, voting as a separate class, and all outstanding shares of common stock of Dell Technologies, voting together as a single class, and will be submitted to stockholders for their consideration. Dell Technologies has filed a registration statement on Form S-4 (File No. 333-226618). The registration statement was declared effective by the Securities and Exchange Commission (“SEC”) on October 19, 2018, and a definitive proxy statement/prospectus was mailed to each holder of Class A common stock, Class B common stock, Class C common stock and Class V common stock entitled to vote at the special meeting in connection with the proposed transaction on or about October 23, 2018. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may get these documents, when available, for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting Dell Technologies’ website at http://investors.delltechnologies.com. Participants in the Solicitation Dell Technologies and its consolidated subsidiaries and their directors, executive officers and other members of their management and employees, and Silver Lake Technology Management, L.L.C. and its managing partners and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of Dell Technologies in favor of the proposed merger and the other transactions contemplated by the merger agreement, including the exchange of shares of Class V common stock of Dell Technologies for shares of Class C common stock of Dell Technologies or cash. Information concerning persons who may be considered participants in such solicitation under the rules of the SEC, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the aforementioned proxy statement/prospectus that has been filed with the SEC. 2
IMPORTANT NOTICES (CONT’D) Dell Technologies Inc. Disclosure Regarding Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “will,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “aim,” “seek,” and similar expressions as they relate to Dell Technologies or its management are intended to identify these forward-looking statements. All statements by Dell Technologies regarding its expected financial position, revenues, cash flows and other operating results, business strategy, legal proceedings, and similar matters are forward-looking statements. The expectations expressed or implied in these forward-looking statements may not turn out to be correct. Dell Technologies’ results could be materially different from its expectations because of various risks, including but not limited to: (i) the failure to consummate or delay in consummating the proposed transaction, including the failure to obtain the requisite stockholder approvals or the failure of VMware to pay the special dividend or any inability of Dell Technologies to pay the cash consideration to Class V holders; (ii) the risk as to the trading price of Class C common stock to be issued by Dell Technologies in the proposed transaction relative to the trading price of shares of Class V common stock and VMware, Inc. common stock; and (iii) the risks discussed in the “Risk Factors” section of the registration statement on Form S-4 (File No. 333-226618) that has been filed with the SEC and declared effective as well as its periodic and current reports filed with the SEC. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, Dell Technologies undertakes no obligation to update any forward-looking statement after the date as of which such statement was made, whether to reflect changes in circumstances or expectations, the occurrence of unanticipated events, or otherwise. 3
TABLE OF CONTENTS COMPANY HI GHLIGHTS CLASS V TRANSACTION OVERVIEW APPENDI X 4
CLASS V TRANSACTION: THE BEST ALTERNATIVE TO MAXIMIZE VALUE FOR DVMT STOCKHOLDERS This transaction …is the result of a rigorous process including a fully independent Special Committee, with a mandatory ‘majority of the minority’ vote to be held …incorporates direct feedback from stockholders regarding value, cash consideration and governance; four stockholders holding ~17% of the stock as of the record date have signed binding voting agreements in support of the transaction …is at a fair price, representing a significant premium of ~42% to the DVMT closing price prior to announcement, significantly above precedent transaction premia …provides stockholders with the opportunity to participate in the upside of Dell Technologies, which has an unmatched portfolio of integrated, end-to-end IT solutions, leading positions in key strategic markets and significant scale …includes several governance enhancements not currently available to DVMT stockholders We believe that this transaction is the best way to maximize value for DVMT stockholders Source: CapIQ, company filings 5
TRANSACTION SUMMARY (1/2) For each Class V share, existing stockholders can elect to receive: — $120 in cash per DVMT share (~42% premium to the Class V share closing price prior to July 2 announcement) – Cash consideration mix subject to proration ($14 billion cap on aggregate cash consideration) – If cash is fully subscribed, will constitute 59% of consideration — Shares of Class C common stock at an exchange ratio that is between 1.5043 and 1.8130 shares – Exchange ratio adjustment mechanism developed in response to stockholder feedback to provide protection to the valuation of Class C shares – Exact exchange ratio will be determined based on the stock/cash election mix as well as the volume weighted average trading price of the Class V shares during the 17 trading day period ending on the election deadline (which is the eighth trading day following announcement of shareholder approval) – If the Class V VWAP is $120.00 or higher, the exchange ratio will be fixed at 1.5043 – If the Class V VWAP is $104.55 or lower and assuming cash elections of at least $14 billion, the exchange ratio will be fixed at 1.8130 – If the Class V VWAP is between $104.55 and $120.00 the exchange ratio will be fixed at a ratio between 1.5043 and 1.8130, depending on the exact Class V VWAP and cash/stock election mix Pro forma for the transaction, DVMT stockholders will own 17.0% – 33.1% of Dell Technologies, depending on cash election amounts, implying a pro forma equity value of $58.2 – $72.2 billion for Dell Technologies 6
TRANSACTION SUMMARY (2/2) The final vote will be determined by a ‘majority of the minority’ with Michael Dell and Silver Lake ineligible to vote — Dodge & Cox, Elliott Management, Canyon Partners and Mason Capital Management (who collectively hold ~17% of the stock as of the record date) have executed binding voting agreements to support the transaction In connection with this transaction, Dell Technologies’ Class C common shares will be listed on the NYSE If approved, the Board will declassify, and 50% of Directors will be independent immediately post-closing of the transaction. Additionally: — Class C common stock holders will have the right to elect one director starting at the second annual stockholder meeting after the close of the transaction — Nominating and Corporate Governance Committee will be formed — Fourth independent director to be appointed to the Board by 30-Jun-2019 VMware’s board of directors, on the recommendation of a special committee of its directors, has voted to declare an $11 billion cash dividend pro rata to all VMware stockholders, contingent on satisfaction of the other conditions to the completion of the transaction. Dell Technologies’ share of such dividend will be approximately $9 billion — Dell Technologies plans to use the dividend proceeds, plus up to $5 billion in debt financing, to fund the cash consideration paid to Class V stockholders — No credit ratings downgrade expected following incurrence of the additional $5 billion of debt 7
REVISED OFFER INCREASES TOTAL VALUE AND AGGREGATE CASH CONSIDERATION TO CLASS V STOCKHOLDERS 25 23.9 Cash Stock 21.7 20 New offer the result of 1 16.9 9.9 constructive engagement B) $ Solicited feedback from ( 15 12.7 multiple stockholders ue al Entered into voting V agreements with Dodge & 10 Cox, Elliott Management, Equity 14.0 Canyon Partners and Mason 9.0 59% of Capital Management, who 5 Total collectively hold 17% of 41% of Class V common stock as of Total the record date 0 Pre-Announcement Original Offer Revised Offer (2-Jul-2018) (15-Nov-2018)2 Per Share $84.58 $109.00 $120.00 Note: Assumes Class V stockholders elect to receive an aggregate amount of cash consideration that is equal to or exceeds the cash consideration cap. 1 Assumes $120 per share value for both cash and stock elections under the revised offer. 2 Assumes minimum exchange ratio of 1.5043 per Class V share. 8
COMPANY HIGHLIGHTS 9
A DIGITAL REVOLUTION – THE EXPLOSION OF DATA AND COMPUTING POWER IS DRIVING A NEW WAVE OF IT SPEND DEVICES 1 DATA 2 IT SPEND 3 180 4% 1,000,000 IoT 160 CAGR 3.5 3.4 140 Mobile 120 3.2 10,000 GBs) ) 3.1 $ (M) ( (1T 100 PC 100 80 Devices Mainframe Zettabytes 60 Trillions 1 40 20 0 0 1985 2011 2020+ 2018 2019 2020 2021 1 Market Source: Morgan Stanley, The Data Era Becomes Investable (Apr, 2018) and Company research. 2 Market Source: IDC, Data Age 2025 study; sponsored by Seagate (Apr, 2017). 3 Market Source: Gartner, Forecast Enterprise IT Spending by Vertical Worldwide (Aug, 2018). 10
DELL TECHNOLOGIES HAS A LEADING PORTFOLIO OF INTEGRATED END-TO-END TECHNOLOGY SOLUTIONS READY TO MEET THIS WAVE $86.8B $10.0B $8.5B+ $12.8B+ Non-GAAP Revenue Adjusted EBITDA Cash Flow from R&D Invested over (TTM)1 (TTM)1 Operations (TTM) Past 3 Fiscal Years2 #1 99% 40k+ 85% Virtualization, Storage, Of Fortune 500 Sales Software engineers in ISG Servers, Client3 Served Force engineering staff Innovation and Integration Across Dell Technologies Portfolio Infrastructure Client Other Aligned VMware Solutions Group (ISG) Solutions Group (CSG) Businesses $34.4B revenue (TTM) $41.7B revenue (TTM) $8.4B revenue (TTM)1 Pivotal ($4.6B4 market cap, 68% Servers Commercial PCs Software-defined data center Dell/VMware ownership) Networking Consumer PCs End-user computing SecureWorks ($1.3B4 market cap, Converged and hyper-converged Virtual desktop infrastructure Networking & security 86% Dell ownership) infrastructure devices Hyper-converged infrastructure RSA (Leading security software Storage Software & peripherals Hybrid cloud business) Virtustream (Cloud infrastructure platform) Boomi (Cloud iPaaS platform) ($61.5B4 market cap, 81%5 Dell ownership) Boomi Source: Public filings, CapIQ, market data as of 13-Nov-2018. Note: Performance metrics sourced from public filings. All TTM numbers represent Q3 FY18 through Q2 FY19. 1 See appendix for reconciliation of GAAP to Non-GAAP measures. 2 Dell Technologies’ cumulative R&D investment includes EMC amounts prior to the merger transaction date on 7-Sep-2016. 3 Gartner, IDC market research, company filings; Client statistic calculated by Dell Technologies utilizing other PC OEMs’ financial information, including HP Inc.‘s Personal Systems operating segment and Lenovo International’s PC & Smart Device business group, from the companies’ respective public filings. 4 As of 13-Nov-2018. 5 Ownership statistic as of Q2 FY19. 11
DELL TECHNOLOGIES HAS A TRACK RECORD OF LONG-TERM INVESTMENT UNDER CHALLENGING CONDITIONS… SEGMENT BUSINESS SENTIMENT INVESTMENT BUSINESS TODAY At Take Private, forecasts reflected… Perpetual decline in PC Revenue Powerful and dynamic workstations $230B 23 Quarters PC $210B Gaming and rugged notebooks $190B Peripherals and display technology $170B of consecutive PC share gains, while $150B maintaining a #1 position in PC profits 2012A 2013E 2014E 2015E 2016E 2017E S T R O N G F I N A N C I A L At Take Private, perception was… P E R F O R MA N C E 1 ( R E V E N U E $ B ) Focus on products that can handle $5.1 workloads for AI, ML, and data Subscale server business will be made analytics $2.9 SERVERS obsolete by the Cloud New offerings in 14G PowerEdge and PowerEdge MX Take Private (Q3 FY14) Today (Q2 FY19) 1,200+ Go-to-market investments: hired Lost bps of share 1,000 new storage sales specialists 330 bps over the better part of 3 years Product innovation – VxRail, Flash STORAGE leading up to / immediately following Storage, PowerMax, and PowerVault the EMC acquisition Share Gain in 1H CY182 Simplifying product portfolio $12.8B+ Invested in R&D Across the Dell Technologies Family Over Past 3 Years3 Source: Gartner, IDC (November 2013 forecast data). 1 Based on reported results for Servers & Networking: Q3 FY14 reported under ASC 605. 2 Based on the IDC Quarterly Enterprise Storage Systems Tracker—12 Final Historical for world-wide external storage, Q2 2018. 3 Dell Technologies’ cumulative R&D investment includes EMC amounts prior to merger transaction date on 7-Sep-2016.
…AND CONTINUES TO INVEST TO SUSTAIN LONG-TERM GROWTH GUIDING PRINCIPLES CONTINUED FOCUS AREAS SALES COVERAGE Disciplined Approach: Investment decisions based on maximizing ROI Focus on Improve Expand High-Value Coverage Regional Customer Long-Term Focus: Invest to strengthen Model Tranches Coverage long term business model PRODUCT DEVELOPMENT AND INFRASTRUCTURE Adaptability: Level of investment will Product IT & vary with opportunity and business Roadmap Security needs 13
THE OUTLOOK IS POSITIVE LONG—TERM TARGETS AT CURRENT MARKET PROJECTIONS FY19 GUIDANCE Revenue Performance vs. Market (Orders Basis) TOTAL $90.5B – 92.0B 4% – 6% CAGR Grow at a premium to market in all major product categories NON—ISG Mainstream Server: 5-7pts growth premium vs. market GAAP 14% – 18% 3% – 5% CAGR REVENUE GROW TH External Storage: 8-9pts growth premium vs. market CSG GROW TH 8% – 12% 2% – 4% CAGR Client: ~115-145bps annual share gain NON—GAAP OPERATING INCOME $8.4B – 8.8B ~12% of Revenue in FY23 NON—GAAP NET INCOME $4.9B – 5.3B Net income to grow more quickly than operating income Note: Client unit share expectations excluding Chrome; Mainstream Server growth premium compared to IDC forecast excluding Hyper-converged Infrastructure; External Storage growth premium compared to IDC forecast which includes Hyperconverged Infrastructure.; Internal analysis directionally adjusts IDC reporting to Dell Technologies’ product taxonomy; All IDC reporting on a CY basis, not adjusted for Dell Technologies’ FY convention; Revenue and financials represented on a Non-GAAP basis. 14
CLASS V TRANSACTION OVERVIEW 15
PROTECTING AND MAXIMIZING VALUE FOR CLASS V HOLDERS THOROUGH PROCESS LED BY INDEPENDENT SPECIAL COMMITTEE Special Committee created and composed of two highly qualified, independent directors and granted full latitude to negotiate with Dell Board Transaction irrevocably conditioned upon the approval of the Special Committee and the affirmative vote of a majority of unaffiliated Class V holders Took atypical step of disclosing alternatives being considered and solicited stockholder feedback The transaction was highly negotiated and the terms were improved through several exchanges of counterproposals Final terms and post-close governance enhancements were informed by direct conversations with a number of DVMT’s largest holders February March June July November 02-Feb-2018 Special Committee undertakes financial evaluation, 01-Jul-2018 02-Jul-2018 5-Nov-2018 to 14-Nov-2018 Independent consideration of alternative transactions, Special Committee Dell announces transaction to Engaged in confidential discussions directors begin engagement with VMware, stockholder engagement concludes process and convert Class V Common with Class V holders, resulting in work and ongoing negotiations with Dell on value, price, recommends Dell Board Stock into shares of Dell’s increased consideration and structure and governance vote for transaction Class C Common Stock governance enhancements COMMITTEE COMPOSED OF ADDITIONAL ACTIONS TAKEN STRONG INDEPENDENT DIRECTORS Retained independent financial and legal advisors David Dorman Bill Green Fairness opinion received Founder, Centerview Capital Technology Former Chairman & CEO, Accenture Former Chairman & CEO, AT&T Analyzed numerous alternatives for maximizing value In Addition: In Addition: Received feedback from 35+ stockholders (~45% of base) Chairman of CVS Health Corporation Co-CEO and Co-Chairman of GTY Technology Director of PayPal Holdings, Inc. Holdings Inc. Sought independent analysis from DISCERN Analytics Former Chairman of Motorola Solutions, Inc., Director of S&P Global Inc., Pivotal Software, and Director of Yum! Brands, Inc. Inc. and Inovalon Holdings, Inc. Completed business due diligence 16
THOROUGH INDEPENDENT ASSESSMENT OF ALTERNATIVES SPECIAL COMMITTEE OPTIONS CONSIDERED BY DELL BOARD ASSESSMENT Negotiated exchange with a cash election option that represented a significant Class V and immediate 29% premium1 to the closing price of Class V shares prior to announcement. Revised offer represents an increased premium of 42%1 Business due diligence Financial After a rigorous evaluation assessment of IPO Initial public offering of Class C Common Stock Engagement alternatives, the with VMware – Board, Special Committee management, concluded the customers and proposed Class V Business combination transaction between Dell Technologies and VMware, employees Transaction is the Dell + subject to, among other conditions, approval by the VMware board of directors Stockholder best way to VMware (including separate approval of a committee of VMware board of directors engagement maximize value for consisting solely of independent and disinterested directors) Robust Class V negotiations Stockholders between Dell and the Special Status Maintain the status quo with the existing ownership Committee structure, under which our Class V Common Stock Quo would remain outstanding 1 Based on 29-Jun-2018 share price. 17
FINAL DEAL STRUCTURE AND CONSIDERATION INFORMED BY EXTENSIVE STOCKHOLDER ENGAGEMENT THROUGHOUT THE COURSE OF DELL’S STRATEGIC REVIEW AND PURSUIT OF THE CLASS V TRANSACTION, DELL ENGAGED WITH ~35 INVESTORS REPRESENTING ~45% OF CLASS V SHARES 2018 Timeline February March April May June July August September October November February April July Early September Late Sep / Oct Outreach regarding potential Special Committee obtains Class V transaction Q2 earnings / post- Analyst Day / post-business opportunities / feedback from 20 investors announcement / post- earnings outreach Analyst Day outreach transactions under representing 40% of Class V announcement outreach consideration shares regarding deal structure Detail of November 5th through 14th Stockholder Negotiations At the request of the Special Committee and the Board, advisors engaged with stockholders to identify and address remaining concerns Discussions resulted in ~10% increase to deal consideration and governance improvements of Dell Technologies 18
ATTRACTIVE OPPORTUNITY FOR DVMT STOCKHOLDERS DVMT Tracking Stock UNMATCHED ASSET PORTFOLIO $120 CASH / SHARE1 Intended to track the economic performance of 100% | ISG / CSG ~61% of Dell Technologies’ % Premium2 81% economic interest in VMW, equivalent to ~50% of VMW 68% outstanding common stock 42 % 43 % 86% No direct ownership in the underlying VMware stock 34 % OR 100% Has consistently traded at a STRONG RECENT PERFORMANCE 3 significant discount to the underlying VMware shares Outperformance vs. Market External Storage +17% +31% Proposed Transaction Mainstream Server +32% +43% Choice of $120 cash or Hyper-converged +78% +119% 1.5043-1.8130 Dell Client (PC) +1% +8% Technologies Class C shares Closing Price 30-Day All Time Commercial (PC) +4% +10% per DVMT share (6/29) VWAP High Consumer (PC) -3% +4% Subject to maximum of $14.0B CASH CONSIDERATION UP TO 59% OF 17-33% PRO FORMA OWNERSHIP – VARIABLE EXCHANGE of cash consideration TOTAL CONSIDERATION RATE PROVIDES ADDITIONAL PROTECTION TO STOCK ELECTION Source: Dell Technologies public filings, IBES, Bloomberg, CapIQ. 1 Subject to a maximum aggregate cash consideration of $14B. 2 Premium to DVMT closing price prior to 2-Jul-2018 announcement; Represents all-time high prior to 2-Jul-2018 announcement. 3 IDC data (2018) 19
STOCK ELECTION INCLUDES VARIABLE EXCHANGE RATE PROVIDING ADDITIONAL PROTECTION TO STOCKHOLDERS Exchange ratio mechanism developed in response to stockholder feedback to provide protection to the valuation of Class C shares — Exchange ratio mechanism between 1.5043 and 1.8130 shares of Class C common stock — Range based on the cash/stock election mix and the volume-weighted average price of DVMT — VWAP is measured during the 17 trading day period ending on the election deadline (which is the eighth trading day following announcement of shareholder approval) $ 120.00 $ 118.00 $ 116.00 $ 114.00 $ 112.00 $ 110.00 $ 108.00 $ 106.00 $ 104.55 Assuming Zero Cash Election ($0B) 1.5043 1.5043 1.5043 1.5043 1.5043 1.5043 1.5043 1.5043 1.5043 Assuming Midpoint Cash Election ($7B) 1.5043 1.5243 1.5443 1.5642 1.5842 1.6042 1.6242 1.6442 1.6586 Assuming Maximum Cash Election ($14B) 1.5043 1.5443 1.5842 1.6242 1.6641 1.7041 1.7441 1.7840 1.8130 20
CLASS V TRANSACTION OFFERS A SIGNIFICANT PREMIUM TO HISTORICAL TRADING DVMT $ 140.00 (Class V Transaction) DVMT S&P 500 166% 88% 24% Premium to open price return over period from return over period from on 07-Sep-16 07-Sep-16 opening to 07-Sep-16 opening to $120 Class V Offer Price 29-Jun-18 close 29-Jun-18 close $ 120.00 02-Jul-18 DVMT Close Price: $84.58 (29-Jun-18, prior to Class V announcement) Transaction Offer Premium¹ $ 100.00 Announced 29% $ 80.00 07-Sep-16 DVMT Opening Price: $45.07 1st DVMT Offer Premium2 Trading Day 166% $ 60.00 15-Nov-18 DVMT Close Price: $84.58 (29-Jun-18, prior Revised to announcement) Class V Offer Premium2 Offer 42% $ 40.00 Sep-2016 Jan-2017 May-2017 Sep-2017 Jan-2018 May-2018 Sep-2018 DVMT Class V Offer Price Source: Dell Technologies public filings, CapIQ. Market data as at 13-Nov-2018 ¹ Relative to $109 Class V offer price. 2 Relative to $120 Class V offer price 21
INITIAL DISCOUNT PERSISTENT DESPITE ATTEMPTS TO CLOSE GAP DVMT DISCOUNT RELATIVE TO VMW ARE STOCK PRICE Tracking stocks typically trade at a discount to their Net Asset Value Sep-2016 Feb-2017 Jul-2017 Dec-2017 May-2018 Oct-2018 A variety of factors may influence 0.0% trading, including: 07-Sep-16 98% of — Demand and depth of merger -10.0% 1st DVMT Trading Day stockholders voted 13-Nov-18 arbitrage fund market When Issued Trading Suggested Discount: 40% in favor of the Illustrative Expected Discount Immediately Prior to Vote: 50% transaction at the discount at — Relative liquidity -20.0% Implied Discount at Closing of EMC Transaction: 34% time when the Class V Offer expected discount Price of $120: — Relative economic and voting was 50% 20% interests -30.0% — Broader market dynamics While Dell has worked hard to -40.0% narrow the discount and generate FY17 FY18 value for DVMT stockholders by -50.0% ~$0.7B spent on ~$0.7B spent on delivering on financial repurchase of repurchase of 25-Jan-2018 performance and driving demand ~13.8m shares, ~9.7m shares, WSJ Article for the stock through repurchases, -60.0% representing ~6.2% representing ~4.3% Wall Street Journal ultimately the market sets the of initial outstanding of initial outstanding shares shares releases article regarding price DVMT Strategic Review DELL TECHNOLOGIES ACTIONS TAKEN TO AMELIORATE DVMT TRADING DISCOUNT ïƒ~ $13.7B debt paid down1 ïƒ~ Substantially increased revenue growth and cash flow ïƒ~ Repurchased $1.4B of DVMT shares Source: Bloomberg, Company filings., CapIQ; market data as of 13-Nov-2018. 1 Since EMC acquisition. 22
THE DVMT TRANSACTION REPRESENTS A MEANINGFUL PREMIUM RELATIVE TO PRECEDENT BUYOUTS BY MAJOR STOCKHOLDERS PREMIA OFFERED TO TARGET STOCKHOLD ER S IN PRECEDENT TRANSACTIONS SINCE 2017, > $ 1B ENTERPRISE VALUE Additional ~$18 per DVMT share premium vs. precedent transaction median 42 % 29 % 21 % 23 % 26 % 18 % 6 % 6 % GGP Inc Williams Nord Anglia Precedent Archrock ONEOK HSN Inc DVMT Partners LP Education Inc Transaction Partners LP Partners LP Median Brookfield The Williams Liberty Dell Acquirer Property Partners Cos Inc Bach Fin Ltd NA Archrock Inc ONEOK Inc Interactive Corp Technologies EV ($B) $ 27.7 $ 10.5 $ 1.2 NA $2.0 $ 17.1 $ 1.8 $ 23.9 Date Ann. Nov-17 May-18 Apr-17 NA Jan-18 Feb-17 Jul-17 Nov-18 Bidder stake 34 % 73 % 65 % NA 41 % 40 % 38 % 39 % Premia in M&A transactions are generally attributed to the transfer of control from public stockholders to the acquirer In a transaction with a controlling or major stockholder, premia are substantially lower than a typical acquisition and inversely correlated with the size of the control stake In the proposed transaction, DVMT stockholders are receiving a premium well in excess of precedents Source: Dealogic, FactSet, company filings, public sources Note: Precedents includes transactions with enterprise value ³ $1,000M where acquirer owned ³30% of shares outstanding at the time of the offer. 23
DELL DESERVES A PREMIUM MULTIPLE VS PEERS 1 $87B $81B $57B $49B $31B $6B Significant Scale Broad Portfolio of IT Solutions #1 Leadership in Served Markets Market Share Growth YoY Quarterly Rev. Growth2 Strongest Overall Performance Compared to Peers – While Increasing Guidance Further for FY2019 Total 16 % 4 % 12 % 6 % 4 % 12 % PC 13 %—12 % ——Storage 13 % 4 % — 1 % 12 % Server3 34 % — 2 % 5 %—TTM LFCF Conversion 139 % 97 % 116 % 101 % 18 % 130 % Source: TTM Non-GAAP revenue presented for all companies based on most recent filings. Cisco’s Whiptail storage business considered immaterial. Note: IBM financial data does not include pending Red Hat acquisition. 1 See appendix for reconciliation of GAAP to Non-GAAP measures. 2 Represents growth from most recently reported quarter. 3 Dell Server growth is based on “Server and Networking” sub-segment. 24
ATTRACTIVE BUSINESS AND FINANCIAL PROFILE COMPARED TO OTHER STORAGE PROVIDERS TTM NON—GAAP REVENUE & BUSINESS MIX ( $ B) KEY METRICS $87 CY17 – CY18E Revenue $31 Growth1 13.6% 3.6% 6.6% HPE not $6 External Storage Revenue 31.1% 14.8% 20.8% comparable on Growth YoY² an EBITDA basis given that Mainstream Server Revenue 43.1% 18.0%—capex as % of Revenue Growth YoY³ EBITDA Client Hyper-converged Systems significantly Revenue Growth YoY4 119% 116%—higher than Storage peers’ (see page 26 for detail); TTM Levered Free Cash HPE also Server 139% 18%6 130% employs non- Cash Flow Flow Conversion comparable Networking accounting TTM TEV / Adj. EBITDA 8.2x 5.9x 12.8x methodology Virtualization (Dell Ex. Public Subs) TTM Eq. Val / Non-GAAP NI 5.4x5 9.2x 19.8x Cybersecurity (Dell Ex. Public Subs) Valuation TTM Eq. Val / LFCF 4.1x5 53.6x6 15.3x Cloud platform (Dell Ex. Public Subs) Superior Breadth at Greater Scale While Outperforming on Growth and Free Cash Flow Efficiency Source: IBES, CapIQ, and Bloomberg as of 13-Nov-2018. TTM Non-GAAP revenue presented for all companies based on most recent filings. 1 Dell Technologies Revenue Growth is calculated using FY18 Non-GAAP revenue and the midpoint of FY19 revenue guidance. NetApp and HPE Revenue Growth are calculated using IBES consensus figures. 2 External Storage Revenue Source: H1 CY18 IDC External Storage data as of 5-Sep-2018. 3 Mainstream Server Revenue Source: H1 CY18 IDC Mainstream Server data as of 5-Sep-2018. 4 Hyper-converged Systems Revenue Source: H1 CY18 IDC Hyper-converged data as of 25-Sep-2018. 5 TTM LFCF and TTM Non-GAAP Net Income are PF for incremental interest expense associated with $5B of new debt. 6 HPE levered free cash flow figure does not adjust for ~1 month of HPE Software cash flow impact prior to that divestiture. 25
CAPITAL INTENSITY – DELL VS. HPE CATEGORY DELL (EXCL . PUBLIC SUBS) HPE CapEx as % of Non- CapEx as % of GAAP Revenue CapEx as % of EBITDA Revenue CapEx as % of EBITDA Capital Intensity1 1.6% 17.7% 9.4% 54.7% ~3x higher than Dell DFS originates financings through Capital Leases², with the HPFS originates financings through Operating Leases, with the Accounting underlying asset derecognized from the balance sheet and no underlying CapEx asset on the balance sheet and associated Considerations CapEx or depreciation expense recorded depreciation expense recorded over time 13.1x 9.9x 8.2x 5.9x Valuation Implications TTM TEV/EBITDA3 TTM TEV/(EBITDA – CapEx) TTM TEV/EBITDA TTM TEV/(EBITDA – CapEx) When Adjusted for the Material Difference in Capital Intensity, HPE Trades at a Premium to the Implied TTM TEV/(EBITDA – CapEx) Multiple for Dell (Excl . Public Subs ) Based on the $ 79 . 77 price per Class C share Source: Company and HPE share price as of 13-Nov-2018; See Exhibit for TTM Non-GAAP revenue and EBITDA presented for Dell (excluding public subsidiaries). HPE TTM Revenue and EBITDA recalculated from most recent public filings. 1 Calculations based off of TTM Q2 FY19 for Dell and TTM Q3 FY18 for HPE. Dell’s CapEx includes capitalized software. ² Equivalent to Sales-Type leases as described in Company annual and quarterly filings. 3 Illustrative Dell valuation multiples shown at time of announcement assume completion of the Class V Transaction and maximum cash election scenario at $79.77 / DHI share. 26
ATTRACTIVE IMPLIED PRO FORMA DELL TECHNOLOGIES VALUATION CY17 – CY18E REVENUE GROW TH TTM EQUITY VALUE / LEVERED FREE CASH FLOW D i s c o u n t t o Me d i a n P e e r M e d i a n ( E x c l . H P E ) : 1 2 . 9 x 3 13.6% ( 6 8 ) % 16.5 x 10.1% 15.3 x 53.6x 6.6% 9.5 x4 10.4 x 9.2 x 4.7% 3.6% 4.1 x4 0.7% $- 1 Excl. Public Subs2 TTM ENTERPRISE VALUE / ADJ . EBITDA TTM EQUITY VALUE / NON—GAAP NET INCOME D i s c o u n t t o M e d i a n P e e r M e d i a n ( E x c l . H P E ) : 1 0 . 0 x 5 D i s c o u n t t o M e d i a n P e e r M e d i a n : 1 2 . 1 x ( 1 8 ) % HPE capex as a % of EBITDA ( 5 6 ) % ~3x higher than Dell (see page 19.8 x 12.8 x 26 for additional detail) 16.7 x 11.5 x 11.4 x 13.2 x4 12.1 x 8.2 x 8.6 x 8.0 x 9.2 x 8.9 x 5.9 x 5.4 x4 Excl. Excl. Public Public Subs2 Subs2 Source: Dell Technologies public filings, IBES, CapIQ, and Bloomberg as of 13-Nov-2018. Note: IBM financial data does not include pending Red Hat acquisition and is priced as of the undisturbed date of 26-Oct-2018. Note: Dell and Dell ex. Public subsidiaries multiples assume a Class V offer price of $120, 1.5043 exchange ratio of Class V stock for Dell Technologies Class C common stock, and maximum cash election. Dell ex. Public subsidiaries multiples assume public subsidiary equity valuations as of 29-Jun-2018 (last trading day prior to announcement). 1 Calculated using FY18 non-GAAP revenue and the midpoint of FY19 revenue guidance. 2 Public Subs include VMware, Pivotal, and SecureWorks. 3 HPE levered free cash flow figure does not adjust for ~1 month of HPE Software cash flow impact prior to that divestiture. Excluded from calculation of Peer Median, since HPE multiple is greater than 50x and is not reflective of ongoing business. 4 TTM LFCF and TTM Non-GAAP Net Income are PF for incremental interest expense associated with $5B of new debt. 5 HPE EBITDA not comparable. (see page 26 for additional detail). Excluded from calculation of Peer Median. 27
IMPLIED MULTIPLES FOR DELL (EXCL. PUBLIC SUBS) ARE SIGNIFICANTLY LOWER THAN PEER MULTIPLES PEER MULTIPLES AND IMPLIED PRO FORMA DELL TECHNOLOGIES EQUITY VALUATION1 EQUITY / LFCF 2, 3 EQUITY / NON—GAAP NET INCOME 3 EV / EBITDA 4 ~12.8 x ~19.8 x ~16.5 x ~10.0 x ~12.9 x 8.2 x ~12.1 x 4.1 x 5.4 x Implied Dell Peer High-end of Implied Dell Peer High-end of Implied Dell Peer High-end of (Excl. Public Median Peers (Excl. Public Median Peers (Excl. Public Median Peers Subs) Subs) Subs) PF DELL TECHNOLOGIES PF DELL TECHNOLOGIES PF DELL TECHNOLOGIES EQUITY VALUE 5 EQUITY VALUE 5 EQUITY VALUE 5 $ 58.2B $ 87.7B $ 100.1B $ 58.2B $ 75.8B $ 95.8B $ 58.2B $ 71.1B $ 91.1B Source: Dell Technologies public filings, IBES, CapIQ, and Bloomberg as of 13-Nov-2018. Note: IBM financial data does not include pending Red Hat acquisition and is priced as of the undisturbed date of 26-Oct-2018. Median and premium multiples based on median and high-end multiples of Dell Technologies’ peers, respectively. Those peers include: Cisco, NetApp, Hewlett Packard Enterprise, Hewlett-Packard, and IBM. 1 Implied valuation figures are derived by taking the Peer Median and High- end of Peers multiples for Equity / LFCF, Equity / Non-GAAP Net Income, and EV / EBITDA, multiplying by the corresponding Dell Technologies TTM LFCF, Non-GAAP Net Income, and EBITDA metric, and adjusting for the interest in public subsidiaries and consolidated net debt. 2 HPE LFCF not comparable. (see page 27 for additional detail) 3 TTM LFCF and TTM Non-GAAP Net Income are PF for incremental interest expense associated with $5B of new debt. 4 HPE EBITDA not comparable. (see page 26 for additional detail) 5 PF equity value assumes max cash election. 28
THE FACTS SUPPORT THE VALUE OF THE STOCK CONSIDERATION To Arrive at a < $120 Value for Stock Consideration Requires Unwarranted Valuation Multiple and/or Discount Assumptions Illustrative Dell (Excl. Public Subs) ILLUSTRATIVE DELL EQUITY VALUE IMPLIED BY PEER MEDIAN NET INCOME MULTIPLE ( $ B) Equity Value Buildup Equity Value / TTM Non-GAAP Core Dell Peers Net Income 8.9 1.1 Equity value 2.3 NTAP 19.8 x based on peer CSCO 16.7 x median multiple 49.8 HPQ 12.1 x for illustrative HPE 9.2 x purposes Assumes full participation in cash IBM 8.9 x 75.8 consideration Mean 13.3 x (additional $5B cash Median 12.1 x consideration funded 31.5 by proceeds from Dell (Excl. Public Subs) $2.6B2 debt raise) TTM Non-GAAP Net Income Illustrative Dell (Excl. Public Subs) Equity Implied Equity VMware VMware Special Pivotal Secureworks Pro Forma Value Value of Dividend (To Fund Dell Technologies Mean of Peers $34.6B Dell Technologies Cash Consideration) 1 Equity Value (Excl. Public Subs) Median of Peers $31.5B Value of Dell Technologies’ stake in public subsidiaries M i ni m um exchange rati o: $ 75 . 8B / 729 . 9M shares = $ 103 . 90 per Cl ass C share ( x) rati o (1 . 5043: 1) = $ 156 . 29 i m pl i ed val ue per DV M T share M axi m um exchange rati o: $ 75 . 8B / 755 . 4M shares = $ 100 . 39 per Cl ass C share (x) rati o ( 1 . 8130: 1) = $ 182 . 00 i m pl i ed val ue per DV M T share CURRENT OFFER REPRESENTS A 23—34% DI SCOUNT TO THE VALUE OF DELL TECHNOLOGI E S I MPLI ED BY THE MEDI AN OF PEERS Source: CapIQ. Market data as at 13-Nov-2018. Note: IBM is priced as of undisturbed date (26-Oct-2018). Analysis assumes cash election is fully subscribed. 1 Represents $11B VMware special dividend (reducing Dell Technologies’ equity stake in VMware by approximately $9B based on proportional ownership). 2 Pro forma for interest expense and investment income from the bridge facility. 29
THE FACTS SUPPORT THE VALUE OF THE STOCK CONSIDERATION To Arrive at a < $120 Value for Stock Consideration Requires Unwarranted Valuation Multiple and/or Discount Assumptions Illustrative Dell (Excl. Public Subs) Enterprise Value Buildup ILLUSTRATIVE DELL EQUITY VALUE IMPLIED BY PEER MEDIAN EBITDA MULTIPLE ( $ B) Enterprise Value / Enterprise value based on peer median Core Dell Peers TTM Adj. EBITDA multiple for illustrative purposes NTAP 12.8 x 8.9 CSCO 11.4 x 2.3 1.1 HPQ 8.6 x IBM 8.0 x 49.8 HPE 5.9 x 43.9 Mean (Excl. HPE) 10.2 x 70.7 71.1 Median (Excl. HPE) 10.0 x Assumes full Dell (Excl. Public Subs) $7.1B participation in TTM Adj. EBITDA 26.8 cash Illustrative Dell (Excl. Public Subs) consideration Enterprise Value Mean of Peers $72.2B Dell Net Debt (Excl. Implied Dell VMware VMware Special Pivotal Secureworks PF Dell Median of Peers $70.7B Technologies Public Subs) Technologies Dividend (To Equity Value Enterprise Value (Pro Forma for Equity Value Fund Cash HPE not comparable on an EBITDA basis given that (Excl. $5B New Debt) (Excl. Public Consideration)1 capex as % of EBITDA significantly higher than peers Public Subs) Subs.) (refer page 26 for detail); HPE also employs non- Value of Dell Technologies’ stake in public subsidiaries comparable accounting methodology M i ni m um exchange rati o: $ 71 . 1B / 729 . 9M shares = $ 97 . 46 per Cl ass C share x rati o (1 . 5043: 1) = $ 146 . 61 i m pl i ed val ue per DV M T share M axi m um exchange rati o: $ 71 . 1B / 755 . 4M shares = $ 94 . 17 per Cl ass C share x rati o ( 1 . 8130: 1 ) = $ 170 . 73 i m pl i ed val ue per DV M T share CURRENT OFFER REPRESENTS A 18—30% DI SCOUNT TO THE VALUE OF DELL TECHNOLOGI E S I MPLI ED BY THE MEDI AN OF PEERS Source: CapIQ. Market data as at 13-Nov-2018. Note: IBM is priced as of undisturbed date (26-Oct-2018). Analysis assumes cash election is fully subscribed. 1 Represents $11B VMware special dividend (reducing Dell Technologies’ equity stake in VMware by approximately $9B based on proportional ownership). 30
APPLYING AN ARBITRARY DISCOUNT TO VALUE DELL TECHNOLOGIES IS UNWARRANTED DISCOUNTS COMMENTARY Our portfolio is highly complementary, with material revenue, customer and market synergies gained from our integrated suite of products — $400 million of realized synergies in FY18 solely related to VMware (with FY19 on-track to achieve $700 million) — In FY18, 97% of top 500 customers purchased products and services from at least 2 of the 3 of Dell, EMC and VMware — Significant revenue synergy from combination of heritage Dell and EMC sales forces Synergistic Our unmatched portfolio of end-to-end IT solutions has led to leading positions in key markets, and provides for significant scale Operating operations Portfolio — Dell Technologies is able to jointly engineer market-leading innovative products, such as the VxRail and VxRack hyper- converged products, which were created by combining best-of-breed software-defined data center layers from VMware with Dell Technologies’ industry-leading x86 servers — Dell Technologies is now #1 in hyper-converged infrastructure and is experiencing triple-digit growth in VxRail and VxRack1 Integration allows us to share innovation within the portfolio – we are ‘winning together’ Ownership structure is not uncommon within the technology sector; key large cap technology companies with dual class do not receive a material valuation discount due to structure Oversight by highly-qualified independent directors constituting 50% of the board immediately after closing provides further protections to stockholders, with a Nominating and Corporate Governance Committee to be established Governance One new independent director to be added by 30-Jun-2019 Class C stockholders will have the ability to elect, as a class, one director at each annual stockholders meeting beginning with the second stockholders meeting after closing Management is highly aligned with stockholders due to significant economic ownership Founder led and committed long-term stockholders, including Silver Lake Source: Gartner, IDC (2018). 1 Reflects the overall PC business, which includes software, services and peripherals (excluding printers and ink) that attach to sales of PC units. 31
PRO FORMA CAPITAL STRUCTURE OVERVIEW DELL TECHNOLOGIES TOTAL DEBT (EXCL . PUBLIC SUBS) RATINGS REAFFIRMED BY AGENGIES Dell Technologies met with the Ratings Agencies to discuss the $ 5.0B $ 50.7B potential impact of an additional $5.0B of debt $ 45.7B Feedback received was as follows: Bridge Financing — Moody’s – Confirm ratings — S&P – Confirm ratings; negative outlook — Fitch – Confirm ratings; negative outlook As of September 2018 1 Pro Forma Net Core $29.9B3 $29.9B—$34.9B DELL’S BUSINESS CAN SUPPORT CAPITAL STRUCTURE Debt2 Dell has paid down $13.7B of gross debt since the EMC transaction Dell is committed to continue to prioritize debt paydown Dell generated $3.4B4 of pro forma free cash flow after debt Up to $5.0B cash consideration to be funded by bridge financing service and excluding $3.4B of free cash flow from public Committed bridge financing to be replaced by secured or unsecured subsidiaries debt or a combination of these financing options ~73% of capital structure is investment grade rated today Source: Dell Technologies public filings. 1 Represents debt balances as of 6-Sep-2018, after $600M Term Loan A-3 payment on 4-Sep-2018. 2 Net Core Debt represents the total principal amount of our debt, less: (a) unrestricted subsidiary debt, (b) DFS related debt, (c) other debt, and (d) cash excluding unrestricted subsidiaries. 3 Calculated as $36.5B in core debt less $6.6B in cash. 4 Pro forma for interest on $5.0bn bridge loan with assumed rate of LIBOR + 175. 32
OVERVIEW OF PRO FORMA GOVERNANCE THREE STRONG I NDEPENDENT DI RECTORS, W I TH FOURTH I NDEPENDENT COMPARI SON OF CERTAI N STATUS QUO & PRO FORMA STOCKHOLDER RI GHTS DI RECTOR TO BE ADDED BY J UNE 30 David Dorman Selected Stockholder Rights Status Quo Pro Forma Founder, Centerview Capital Technology Former Chairman & CEO, AT&T Aligned economic interests of all share classes X Bill Green Board declassification X Former Chairman & CEO, Accenture Termination of certain consent rights X Ellen Kullman held by Michael Dell and SLP Former Chair & CEO, DuPont One director to be voted on exclusively by X Class C holders +1 1 New Independent Director To be appointed by 30-Jun-2019 Formation of Nominating and X Corporate Governance Committee FOUNDER LED AND COMMI TTED LONG—TER M STOCKHOLDE RS – Michael Dell will continue to serve as Chairman and – Silver Lake remains a committed long-term partner with Michael Dell CEO, as well as Chairman of the newly established and will beneficially own ~15% – 19% on a fully diluted basis Nominating and Corporate Governance Committee – Silver Lake shares will be subject to 180-day lockup period – Michael remains a committed stockholder and will – Silver Lake has received approval on behalf of its investors to transfer beneficially own ~46% – 57% on a fully diluted basis the portion of its interest that is held in a 2007 vintage fund in part to – Michael’s shares will be subject to 180-day lockup Silver Lake’s newest flagship fund and in part to a newly formed period separate investment vehicle 133
THE FACTS SUPPORT THE DELL TECHNOLOGIES TRANSACTION ASSERTIONS FACTS AND RESPONSES Dell Technologies’ business profile, growth trajectory and financial model are superior to its key competitors – positioning the Transaction Company at a premium to peers overvalues Dell The valuation multiples for Dell Technologies and Dell Technologies (Excl. Public Subs) implied by the $120 transaction price are Technologies conservative given peer trading multiples (Excl. Public Subs) References to post-announcement trading values are misleading because they ignore the fact that the Class V stock is trading based on deal dynamics, not fundamentals, and that the trading value is heavily impacted by deal uncertainty Transaction does Dell Technologies’ family of businesses is collaborative, tightly integrated, and highly synergistic – a conglomerate discount is Consideration not factor in a unwarranted conglomerate Unlike other large cap companies, Dell Technologies’ subsidiaries are publicly traded, and therefore arbitrary valuations are not of discount applied to subsidiary assets Prior valuations were — based on Dell Technologies as a private company and, as such, factored in an illiquidity discount Valuation Prior valuations for — based on financial projections from earlier in 2017, prior to Dell Technologies demonstrating its recent momentum that had Dell Technologies informed our public guidance Valuation were lower — conducted prior to increase in peer valuations — conducted prior to significant expansion in value of VMware and Pivotal — did not incorporate significant cash flow and deleveraging from Nov-2017 to Jul-2018 of V Transaction takes Implied $120 value represents a 42% premium to DVMT’s last unaffected trading price prior to 2-Jul-2018 announcement advantage of The market determines the price for DVMT, not Dell Technologies, and the scale of DVMT relative to the universe of investors for Value Class Stock DVMT trading tracking stocks has been a key limiting factor; we have taken several actions in an attempt to narrow the discount – including this discount transaction Dell has an efficient capital structure and has rapidly paid down indebtedness of Dell Technologies Has de-levered by $13.7B since the EMC transaction and generates $3.4B1 and $7.0B of core and consolidated cash flow, is highly levered and should trade respectively Impact Leverage at a discount Approximately 73% of capital structure is rated investment grade Additional debt is not expected to materially impact leverage or free cash flow 1 $3.4B is after debt service, includes incremental interest expense associated with $5B of new debt, and excludes $3.4B of free cash flow from public subsidiaries. 34
THE FACTS SUPPORT THE DELL TECHNOLOGIES TRANSACTION ASSERTIONS FACTS AND RESPONSES Transaction is the result of a rigorous nine month strategic process — Perspectives of DVMT Special Committee received feedback from 20+ stockholders (~40% of base) prior to the original offer investors weren’t Negotiations conducted at arm’s length by an independent committee, comprised of two highly qualified, independent directors, incorporated into the who were granted full latitude to negotiate with Dell Board original offer At the request of the Special Committee and the Board, advisors engaged with selected stockholders to identify and address Process — Special Committee remaining concerns was not sufficiently — discussions resulted in ~10% increase to deal consideration and governance improvements of Dell Technologies independent — four stockholders holding ~17% of the stock as of the record date have signed binding voting agreements in support of the transaction An IPO is not We have met with certain investment banks to explore a potential IPO as a potential contingency plan in the event the Class V IPO feasible transaction is not consummated While simplifying the capital structure is desirable, continuing with DVMT outstanding does not materially impact Dell Technologies’ Dell Technologies financial position or prospects and/or Silver Lake needs to do Silver Lake has the flexibility and intention to hold the Dell Technologies investment for the long-term the transaction Silver Lake recently announced the approval of a fund-to-fund transaction subject to which it would transfer a portion of its Dell Selected Alternatives Standalone Technologies shares to longer-dated entities, consistent with Silver Lake’s plans to remain a long-term stockholder Highly-experienced independent directors provide effective oversight and protection of public stockholder interests If approved, the transaction includes several enhancements to governance: / — the board will declassify and 50% of directors immediately after closing will be independent, with one additional independent director to be appointed by 30-Jun-2019 Dell exhibits poor corporate — voting control consistent with existing voting rights governance due to its — establishment of Nominating and Corporate Governance Committee concentrated ownership and voting structure — one director to be voted on exclusively by Class C holders Ownership Governance — termination of certain consent rights for Michael Dell and Silver Lake DVMT stockholders either voted for or acquired stock subject to the current voting structure Final vote will be determined by a ‘majority of the minority’, excluding Michael Dell and Silver Lake Management is highly aligned with stockholders due to significant economic ownership 35
ICAHN’S “VALUATION” OF DELL IS SELF-SERVING, ARBITRARY AND IMPLIES AN ILLOGICAL TRADING VALUE Icahn asserts a 5x EBITDA multiple for core Dell Technologies Icahn’s valuation defies logic — Icahn references a stale 4.5x EBITDA multiple (EMC pre-acquisition), ignoring Dell Technologies’ superior growth profile and enhanced competitive positioning — Icahn ignores the fact that peers trade between 8.0-12.8x EBITDA1 — Icahn asserts a 15% conglomerate discount despite the significant integration and synergistic nature of the public subsidiaries — Icahn’s theoretical valuation would imply an impractically low P/E multiple DISTRIBUTI ON OF TTM P/E AMONG RUSSELL 3000 COMPANIES 16 % 14 % Icahn’s implied TTM P/E of 2.0x2 indicates Dell Technologies would 12 % trade in the lowest 1% of the 10 % Russell 3000 (and the multiple would be the lowest among S&P 8 % 500 companies) 6 % 4 % 2 % 0 % 0-5x 5-10x 10-15x 15-20x 20-25x 25-30x 30-35x 35-40x 40-45x 45-50x Source: Dell Technologies public filings, Icahn investor presentation dated 13-Nov-2018, CapIQ. Note: Excludes companies with TTM P/E multiple less than 0.0x or greater than 50.0x. ¹ Excl. HPE given capex as % of EBITDA significantly higher than peers (see page 26 for detail). HPE also employs non-comparable accounting methodology. 2 Based on Icahn’s valuation of core Dell equity ($5.1B) and Dell Technologies’ (Excl. Public Subs) TTM net income ($2.6B) pro forma for interest expense from bridge facility. 36
ICAHN’S ALLEGATIONS REGARDING DVMT GOVERNANCE PROVISIONS ARE MISLEADING ASSERTIONS FACTS AND RESPONSES Economic benefits of selling VMW shares and repurchasing DVMT shares at a discount accrued pro rata to all continuing Share repurchases of DVMT benefited all stockholders stockholders other than DVMT holders Also supported the price of DVMT stock, particularly given the more limited universe of potential tracking stock buyers Provided immediate liquidity to selling DVMT stockholders Requiring dividends to be passed on is not typical in tracking stock structures and would put the tax structure at risk No obligation to pass VMware dividends on Any dividends received from VMW would accrue to the benefit of the Class V group and, indirectly, the DVMT holders to holders of DVMT reflects poor Requiring that any reallocation of those funds be approved by the Capital Stock Committee (which consists entirely of governance independent directors) is best practice and more protective than in many tracking stocks Conversion events were structured in a Conversion events were specifically negotiated by EMC’s board of directors and approved by EMC stockholders manner contrary to DVMT stockholders’ Any exercise of the conversion right would be subject to the fiduciary duties of the board to all stockholders, including the interests holders of DVMT The flexibility to substitute other assets is typical in tracking stock structures and not having such flexibility would put the “Ability to substitute other assets for tax structure at risk VMware shares” reflects poor governance Requiring that any substitution be approved by the Capital Stock Committee is best practice and more protective than in many tracking stocks Lays out a market based valuation construct for converting economic interest of Class V stockholders Any potential conversion would include a premium to the value determined by the market “Forced conversion” in IPO Any exercise of the conversion right would be subject to the fiduciary duties of the board to all stockholders including the holders of DVMT Capital Stock Committee is the only group deemed to represent the rights of DVMT The entire board has fiduciary duties to all Dell stockholders, including Class V stockholders The Capital Stock Committee is additive and governance constitutes best practices 37
CLASS V TRANSACTION: THE BEST ALTERNATIVE TO MAXIMIZE VALUE FOR DVMT STOCKHOLDERS This transaction …is the result of a rigorous process including a fully independent Special Committee, with a mandatory ‘majority of the minority’ vote to be held …incorporates direct feedback from stockholders regarding value, cash consideration and governance; four stockholders holding ~17% of the stock as of the record date have signed binding voting agreements in support of the transaction …is at a fair price, representing a significant premium of ~42% to the DVMT closing price prior to announcement, significantly above precedent transaction premia …provides stockholders with the opportunity to participate in the upside of Dell Technologies, which has an unmatched portfolio of integrated, end-to-end IT solutions, leading positions in key strategic markets and significant scale …includes several governance enhancements not currently available to DVMT stockholders We believe that this transaction is the best way to maximize value for DVMT stockholders Source: CapIQ, company filings 38
APPENDIX 39
CSG INDUSTRY TRENDS W ORLDW IDE PC REVENUE FORECAST ( $ B) PC UNIT SHARE TREND (UNITS SOLD) 75% 65% $250 2% CAGR1 55% $200 45% 35% $150 Top 3 Vendors (Dell, HP, Lenovo) All Others 25% 1Q’12 2Q’13 3Q’14 4Q’15 1Q’17 2Q’18 $100 $50 DELL YoY CHANGE IN GLOBAL PC UNIT SHARE (BPS) 300 23 consecutive quarters of YoY share gains $- 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 225 188 169 174 158 162 129 129 143 IDC forecasts trajectory to stabilize over next few years 150 114 119 120 110 105 111 90 86 83 70 Demand supported by release of new operating 75 21 systems and end-of-life support for older systems 1 3 1 0 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Source: IDC (2018). 1 5-year CAGR from 2016-2021. Note: Represents calendar years and quarters. 2013 2013 2014 2014 2015 2015 2016 2016 2017 2017 2018 40
ISG INDUSTRY TRENDS Dell Technologies is the clear leader in x86 Servers, External Storage, and Hyper-converged Infrastructure # # # HYPER—CO NVERGED 1 x86 SERVERS 1 EXTERNAL STORAGE 1 INFRASTRUCTURE (Revenue, in $B) (Revenue, in $B) (Revenue, in $B) All-Flash Array 27% CAGR 9% $10.1 CAGR 0% CAGR 44% $86.6 CAGR $75.5 $25.8 $25.9 $25.8 42% 39% 35% $5.8 $52.7 17% 26% 47% 48% $1.1 35% 11% 2015A 2018E 2021E 2015A 2018E 2021E 2015A 2018E 2021E Source: Gartner, IDC (2018) All-Flash Array Hard Disk Array Hybrid Array 41
OUTPERFORMANCE VS. MARKET Our ability to deliver differentiated and integrated IT solutions has driven significant revenue growth and share gains EXTERNAL STORAGE REVENUE 1 MAINSTREA M SERVER REVENUE 2 HYPERCONVERGED SYSTEMS REVENUE 3 YoY 61.7% ISG 31.1% 28.2% 119.0% 116.1% 20.8% 43.1% 20.7% 18.0% 78.2% 17.1% 14.8% -3.8% 32.3% 57.2% 52.7% TOTAL CLIENT PC UNITS 4 COMME RCI AL PC UNITS 4 CONSUMER PC UNITS 4 YoY CSG 7.8% 6.1% 9.6% 8.3% 3.7% 4.8% 6.9% 1.1% 2.7% 4.4% -2.8% -7.8% -5.5% -8.3% -8.5% 1 External Storage Revenue Source: H1 CY18 IDC External Storage data as of 05-Sept-2018. 2 Mainstream Server Revenue Source: H1 CY18 IDC Mainstream Server data as of 05-Sept-2018. 3 Hyperconverged Systems Revenue Source: H1 CY18 IDC Hyperconverged data as of 25-Sep-2018. 4 Client Unit Source: H1 CY18 IDC Client data as of 08-Aug-2018. 42
UNMATCHED PORTFOLIO OF SOLUTIONS The most complete portfolio of technology solutions: Software, Hardware and Services Boomi Cloud Native SW Multi-cloud Server, Client, Software Software-defined Managed Security Development Management Storage, HCI & Peripherals Data Center Services DIGITAL IT W ORKFORCE SECURITY TRANSFOR MA TIO N TRANSFOR MA TIO N TRANSFOR MA TIO N TRANSFOR MA TIO N 43
COMPANY HIGHLIGHTS Dramatic transformation since going private 1 I N T E G R AT E D , E N D—T O—E N D T E C H N O L O G Y P R O V I D E R AT S C A L E 2 C O M P L E M E N TA RY P O RT F O L I O O F L E A D I N G S O L U T I O N S 3 B E S T- I N—C L A S S G O—T O—M A R K E T M O D E L 4 S U P E R I O R F I N A N C I A L M O D E L 5 W O R L D—C L A S S M A N A G E M E N T T E A M 44
1 | INTEGRATED, END-TO-END TECHNOLOGY PROVIDER AT SCALE Unmatched scale and breadth of IT solutions $87B $81B $57B $49B $47B $31B $6B Client Storage Server Networking Virtualization Cybersecurity Cloud Platform Source: TTM Non-GAAP revenue presented for all companies based on most recent filings. Cisco’s Whiptail storage business considered immaterial. 45
2 | COMPLEMENTARY PORTFOLIO OF LEADING SOLUTIONS Leverage leading positions across all solutions to create cross selling opportunities Storage External Storage Servers PBBA/Backup Total Revenue Sector Size # All-flash Arrays Sector Size # and Units $26B 1 Integrated $76B 1 x86 Servers Infrastructure Client1 Client Revenue/ Virtualization2 Profitability Server Sector Size # Sector Size # Virtualization $189B 1 Globally Client Monitors $31B 1 Software Security Cloud Gartner Quadrant Magic Leading Sector Size Sector Size Managed Cloud, $42B Leader $80B PaaS, and Big Data Source: Gartner, IDC market research, Company filings; 1 Statistic calculated by Dell Technologies utilizing other PC OEMs’ financial information, including HP Inc.‘s Personal Systems operating segment and Lenovo International’s PC & Smart Device business group, from the companies’ respective public filings. 2 Refer to page 18 of 18-Sep-2018 Analyst Day Presentation. 46
3 | BEST-IN-CLASS GO-TO-MARKET MODEL Sales force is comprised of over 40k individuals across 72 countries complemented by a growing partner program with approximately 150k partners across 180 countries Successful Integration One-stop-shop for technology solutions across software, hardware and services Enterprise Cross-selling 3k accounts In FY18, 97% of top 500 customers purchased products and services from at least 2 of the 3 of Dell, EMC and VMware Attach Rates Commercial Direct model drives sales of high-margin 500k accounts software and services Customer Relationships Distribution business model emphasizes direct communication, leading to deeper relationships Consumer & Small Business <100 employees 47
4 | SUPERIOR FINANCIAL MODEL Company positioned to achieve sustainable, long-term growth and share gain with a focus on cash flow Focus on Long-Term Industry-Leading Free Best-in-Class Unit Efficient Capital Growth and Share Gain Cash Flow Conversion Economics with High Attach Structure and Significant Rates for Higher-Margin Financial Flexibility Products and Services 48
5 | WORLD-CLASS MANAGEMENT TEAM Committed and highly-experienced management team, with an average of 24 years of experience successfully navigating technology changes in the IT industry DELL TECHNOLOGIES Michael Dell Jeff Clarke Tom Sweet Allison Dew Howard Elias Marius Haas Karen Quintos Bill Scannell Chairman & CEO VC, Products & CFO CMO President, President & Chief CCO President, Operations Services, Digital & IT Commercial Officer Global Enterprise Sales & Customer Operations STRATEGICALLY ALIGNED BUSINESSES D I G I T A L T R A N S F O R M A T I O N D E V O P S Pat Gelsinger Rob Mee Mike Cote C L O U D CEO, VMware CEO, Pivotal CEO, Secureworks V I R T U A L I Z A T I O N S E C U R I T Y S E R V E R & S T O R A G E P C 49
HOW WE ARE ORGANIZED Infrastructure Client Solutions VMware Other Aligned Solutions Group Group Businesses Dell Financial Services Go-to-Market Global Services & Support 34k+ 165+ >40 95% 7 87 Dell EMC Countries Supported Languages Customer Global Command Technical Services Professionals Worldwide Satisfaction Rating Centers Support Sites Supply Chain ~$64B 25 ~50 900+ 200k+ 73M -53 Gross Production Manufacturing Distribution Parts Distribution Orders Shipped Pounds of Recycled Plastic Day Cash Spend with Suppliers Locations Centers Centers Per Day & Other Sustainable Conversion Cycle Materials in our Products Since 2014 50
DELL TRANSFORMATION SINCE GOING PRIVATE Michael Dell and Silver Lake have partnered to transform the company since the take-private transaction in October 2013 Take-Private (TTM Q2 FY14)1 Today (FY19E / CY18E)1,2 Non-GAAP Revenue $56.6B $91.3B Organic (6)% +14% Revenue Growth Non-GAAP Operating $3.0B $8.6B Income Non-GAAP 5.4% 9.4% Operating Margin Non-GAAP $2.2B $5.1B Net Income Non-GAAP (38)% +17% Net Income Growth Equity Stakes in $44B $0 Public Subsidiaries (pro forma for VMware special dividend)3 Source: CapIQ, Company information 1 Revenue for Today (FY19E/CY18E) is accounted for under ASC 606 and excludes discontinued businesses, while revenue for Take-Private (TTM Q2’FY14) is accounted for under ASC 605 and includes discontinued businesses. 2 Based on midpoint of FY19 guidance. Past performance is not indicative of future results. 3 Public Subsidiaries include VMware, Pivotal and Secureworks; Market data as of 13-Nov-2018; Pro forma for $11B VMware special dividend (reducing Dell Technologies’ equity stake in VMware by approximately $9B). 51
DELL HAS HELPED ACCELERATE VMWARE GROWTH YoY LICENSE BILLINGS GROW TH PRE-EMC TRANSACTION POST-EMC TRANSACTION 21 % 19 % VMware has benefited from 16 % substantial 14 % 14 % synergies as part 13 % of the Dell Technologies 9 % family Realized ~$400M 7 % in FY18 & on-track 2 % 5 % for $700M in FY19 4 % 1 % 1 % 3 % Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 Q1 FY19 Q2 FY19 Average License Billings Growth: 4% Average License Billings Growth: 15% LICENSE BILLINGS1 $ 0.6 $ 0.7 $ 0.6 $ 0.8 $ 0.6 $ 0.7 $ 0.7 $ 1.0 $ 0.6 $ 0.8 $ 0.8 $ 1.1 $ 0.7 $ 0.9 MAINTENANCE AND SERVICES $ 0.9 $ 1.0 $ 1.0 $ 1.4 $ 0.9 $ 1.2 $ 1.1 $ 1.6 $ 1.0 $ 1.4 $ 1.4 $ 1.8 $ 1.2 $ 1.5 BILLINGS1,2 TOTAL $ 1.4 $ 1.73 $ 1.6 $ 2.3 $ 1.5 $ 1.8 $ 1.8 $ 2.6 $ 1.6 $ 2.2 $ 2.1 $ 2.9 $ 1.9 $ 2.4 BILLINGS1 Source: VMware public filings. Note: 1Billings (i.e. growth in revenue plus sequential change in unearned revenue) data through FY18 shown on an ASC 605 basis. FY19 shown on a ASC 606 basis. FY18 and earlier growth rates are done on an ASC 605 basis. FY19 YoY growth rates are done on an ASC 606 adj-basis. 2 Maintenance and Services defined as “SnS and PSO”. 3 Q2 FY15 total revenue is Non-GAAP, excluding GSA 52 settlement.
ACCELERATING DELL TECHNOLOGIES GROWTH TRAJECTORY Dell Technologies revenue growth has accelerated in FY19; growth has been broad-based across business units and geographies CONSOLIDATED NON—GAAP REVENUE GROW TH REVENUE GROW TH BY SEGMENT (H1 FY19) (YoY) TRAJECTORY (YoY) 24% 17% 17% 16% 13% 11% 8% CSG ISG VMware Other Consolidated ORDERS GROW TH BY REGION (H1 FY19) (YoY) 8% 29% 25% 13% Q4 FY18¹ Q1 FY19 Q2 FY19 Americas EMEA APJ Source: Company information 1 YoY revenue growth for Q4 FY18 based on Non-GAAP revenue under ASC 605. 53
VMWARE: LEADING HYBRID CLOUD PROVIDER VMware is best positioned to serve technology needs in a hybrid, multi—cloud environment Any Device Any APP APP APP APP APP APP SaaS SaaS SaaS Application Traditional Cloud Native SaaS Edge Computing Any Cloud Private Clouds Public Clouds Telco Networks 54
WINNING TOGETHER IN FY18 $400M $491M +60% Bookings Revenue YoY Referral Synergies ACV Growth +63% +1.5k +128% +70% YoY Enterprise New YoY Growth in Partner Origination Cloud Orders Growth Customers Sell Through Opportunities Revenue 55
GAAP TO NON-GAAP RECONCILIATION Dell Technologies Consolidated (Quarterly) ($ in Millions) Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 FY18 Q1 FY19 Q2 FY19 YTD FY19 GAAP Net revenue 18,000 19,521 19,556 21,963 79,040 21,356 22,942 44,298 Impact of purchase accounting 355 335 295 284 1,269 187 180 367 Non-GAAP Net revenue 18,355 19,856 19,851 22,247 80,309 21,543 23,122 44,665 GAAP Operating income / (loss) (1,272) (665) (410) (69) (2,416) (153) (13) (166) Amortization of intangibles 1,776 1,740 1,734 1,730 6,980 1,522 1,526 3,048 Impact of purchase accounting 423 406 366 351 1,546 222 215 437 Transaction related 191 138 86 87 502 166 104 270 Other corporate expenses 307 247 333 273 1,160 269 276 545 Non-GAAP Operating income / (loss) 1,425 1,866 2,109 2,372 7,772 2,026 2,108 4,134 GAAP Net income / (loss) (1,203) (739) (851) (133) (2,926) (538) (461) (999) Amortization of intangibles 1,776 1,740 1,734 1,730 6,980 1,522 1,526 3,048 Impact of purchase accounting 423 406 366 351 1,546 222 215 437 Transaction related 191 138 86 87 502 166 104 270 Other corporate expenses 307 247 333 273 1,160 269 276 545 Aggregate adjustment for taxes (733) (680) (469) (1,010) (2,892) (467) (311) (778) Non-GAAP Net income / (loss) 761 1,112 1,199 1,298 4,370 1,174 1,349 2,523 GAAP Net income / (loss) (1,203) (739) (851) (133) (2,926) (538) (461) (999) Interest and other, net 572 545 682 554 2,353 470 455 925 Income tax (benefit) / expense (641) (471) (241) (490) (1,843) (85) (7) (92) Depreciation and amortization 2,212 2,142 2,137 2,143 8,634 1,914 1,931 3,845 Stock-based compensation 201 208 221 205 835 199 216 415 Impact of purchase accounting 357 335 298 284 1,274 222 145 367 Transaction-related expenses 191 138 86 87 502 166 85 251 Other corporate expenses 106 22 109 68 305 35 95 130 Adjusted EBITDA 1,795 2,180 2,441 2,718 9,134 2,383 2,459 4,842 CFOps 285 1,820 1,639 3,099 6,843 1,159 2,633 3,792 Capex (245) (316) (341) (310) (1,212) (273) (288) (561) Cap SW expense (89) (98) (94) (88) (369) (89) (71) (160) Free Cash Flow (49) 1,406 1,204 2,701 5,262 797 2,274 3,071 DFS Financing Receivables 136 521 369 627 1,653 249 499 748 Free cash flow before increase in DFS Financing Receivables 87 1,927 1,573 3,328 6,915 1,046 2,773 3,819 Note: Data sourced from public filings or derived from public filings. 56
GAAP TO NON-GAAP RECONCILIATION Summary overview Ex. Public Subs VMW PVTL SCWX Dell Technologies Consolidated Q2 FY19 TTM ($ in Millions) ($ in millions) Calculated Core Dell As Reported 10-Q / 10-K As Reported10-Q / 10-K GAAP Net revenue 76,395 8,347 582 493 85,817 Impact of purchase accounting 946 ——946 Non-GAAP Net revenue 77,341 8,347 582 493 86,763 GAAP Operating income / (loss) (2,322) 1,908 (151) (80) (645) Amortization of intangibles 6,331 144 9 28 6,512 Impact of purchase accounting 1,153 — 1 1,154 Transaction related 405 38 — 443 Other corporate expenses 393 695 47 16 1,151 Non-GAAP Operating income / (loss) 5,960 2,785 (95) (35) 8,615 GAAP Net income / (loss) (3,405) 1,595 (145) (28) (1,983) Amortization of intangibles 6,331 144 9 28 6,512 Impact of purchase accounting 1,153 — 1 1,154 Transaction related 1,428 (985) — 443 Other corporate expenses 393 695 47 16 1,151 Aggregate adjustment for taxes (3,088) 872—(41) (2,257) Non-GAAP Net income / (loss) 2,811 2,321 (89) (24) 5,020 GAAP Net income / (loss) (3,405) 1,595 (145) (28) (1,983) Interest and other, net 3,240 (1,079) (0)—2,161 Income tax (benefit) / expense (2,156) 1,392 (6) (53) (823) Depreciation and amortization 7,689 373 21 42 8,125 Stock-based compensation 82 695 47 17 841 Impact of purchase accounting 948 — 1 949 Transaction-related expenses 386 38 — 424 Other corporate expenses 307 ——307 Adjusted EBITDA 7,091 3,014 (83) (21) 10,001 CFOps 4,848 3,695 (33) 20 8,530 Capex (914) (279) (8) (11) (1,212) Cap SW expense (342) ——(342) Free Cash Flow 3,592 3,416 (41) 9 6,976 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot. 57
GAAP TO NON-GAAP RECONCILIATION (CONT’D) Dell Technologies Consolidated Q2 FY19 TTM ($ in Millions) FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM ($ in millions) GAAP Net revenue 79,040 44,298 37,521 85,817 Impact of purchase accounting 1,269 367 690 946 Non-GAAP Net revenue 80,309 44,665 38,211 86,763 GAAP Operating income / (loss) (2,416) (166) (1,937) (645) Amortization of intangibles 6,980 3,048 3,516 6,512 Impact of purchase accounting 1,546 437 829 1,154 Transaction related 502 270 329 443 Other corporate expenses 1,160 545 554 1,151 Non-GAAP Operating income / (loss) 7,772 4,134 3,291 8,615 GAAP Net income / (loss) (2,926) (999) (1,942) (1,983) Amortization of intangibles 6,980 3,048 3,516 6,512 Impact of purchase accounting 1,546 437 829 1,154 Transaction related 502 270 329 443 Other corporate expenses 1,160 545 554 1,151 Aggregate adjustment for taxes (2,892) (778) (1,413) (2,257) Non-GAAP Net income / (loss) 4,370 2,523 1,873 5,020 GAAP Net income / (loss) (2,926) (999) (1,942) (1,983) Interest and other, net 2,353 925 1,117 2,161 Income tax (benefit) / expense (1,843) (92) (1,112) (823) Depreciation and amortization 8,634 3,845 4,354 8,125 Stock-based compensation 835 415 409 841 Impact of purchase accounting 1,274 367 692 949 Transaction-related expenses 502 251 329 424 Other corporate expenses 305 130 128 307 Adjusted EBITDA 9,134 4,842 3,975 10,001 CFOps 6,843 3,792 2,105 8,530 Capex (1,212) (561) (561) (1,212) Cap SW expense (369) (160) (187) (342) Free Cash Flow 5,262 3,071 1,357 6,976 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot. 58
GAAP TO NON-GAAP RECONCILIATION (CONT’D) SecureWorks Q2 FY19 TTM ($ in Millions) FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM ($ in millions) GAAP Net revenue 468 255 230 493 Impact of purchase accounting ——Non-GAAP Net revenue 468 255 230 493 GAAP Operating income / (loss) (83) (32) (35) (80) Amortization of intangibles 28 14 14 28 Impact of purchase accounting 2—1 1 Transaction related — — Other corporate expenses 13 10 7 16 Non-GAAP Operating income / (loss) (40) (8) (13) (35) GAAP Net income / (loss) (28) (24) (24) (28) Amortization of intangibles 28 14 14 28 Impact of purchase accounting 2—1 1 Transaction related — — Other corporate expenses 13 10 7 16 Aggregate adjustment for taxes (42) (5) (7) (41) Non-GAAP Net income / (loss) (27) (5) (9) (24) GAAP Net income / (loss) (28) (24) (24) (28) Interest and other, net 3 (2) 1—Income tax (benefit) / expense (58) (7) (12) (53) Depreciation and amortization 42 21 21 42 Stock-based compensation 14 10 7 17 Impact of purchase accounting 1 — 1 Transaction-related expenses — — Other corporate expenses ——Adjusted EBITDA (26) (2) (7) (21) CFOps 1 11 (8) 20 Capex (14) (5) (8) (11) Cap SW expense — — Free Cash Flow (13) 6 (16) 9 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot. 59
GAAP TO NON-GAAP RECONCILIATION (CONT’D) Pivotal Q2 FY19 TTM ($ in Millions) FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM ($ in millions) GAAP Net revenue 509 320 247 582 Impact of purchase accounting — — Non-GAAP Net revenue 509 320 247 582 GAAP Operating income / (loss) (168) (69) (87) (151) Amortization of intangibles 11 3 6 9 Impact of purchase accounting — — Transaction related — — Other corporate expenses 29 30 11 47 Non-GAAP Operating income / (loss) (129) (36) (69) (95) GAAP Net income / (loss) (164) (68) (87) (145) Amortization of intangibles 11 3 6 9 Impact of purchase accounting — — Transaction related — — Other corporate expenses 29 30 11 47 Aggregate adjustment for taxes — — Non-GAAP Net income / (loss) (124) (35) (70) (89) GAAP Net income / (loss) (164) (68) (87) (145) Interest and other, net (2) (1) (3) (0) Income tax (benefit) / expense (3) (0) 3 (6) Depreciation and amortization 22 9 11 21 Stock-based compensation 29 30 11 47 Impact of purchase accounting — — Transaction-related expenses — — Other corporate expenses — — Adjusted EBITDA (117) (30) (64) (83) CFOps (116) 23 (61) (33) Capex (13) (4) (8) (8) Cap SW expense — — Free Cash Flow (129) 19 (69) (41) Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot. 60
GAAP TO NON-GAAP RECONCILIATION (CONT’D) VMware Q2 FY19 TTM ($ in Millions) FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM ($ in millions) GAAP Net revenue 7,862 4,183 3,698 8,347 Impact of purchase accounting — — Non-GAAP Net revenue 7,862 4,183 3,698 8,347 GAAP Operating income / (loss) 1,702 891 685 1,908 Amortization of intangibles 132 76 64 144 Impact of purchase accounting — — Transaction related 132 24 118 38 Other corporate expenses 689 342 336 695 Non-GAAP Operating income / (loss) 2,655 1,333 1,203 2,785 GAAP Net income / (loss) 659 1,586 650 1,595 Amortization of intangibles 132 76 64 144 Impact of purchase accounting — — Transaction related 89 (991) 83 (985) Other corporate expenses 689 342 336 695 Aggregate adjustment for taxes 597 141 (134) 872 Non-GAAP Net income / (loss) 2,166 1,154 999 2,321 GAAP Net income / (loss) 659 1,586 650 1,595 Interest and other, net (112) (1,056) (89) (1,079) Income tax (benefit) / expense 1,155 361 124 1,392 Depreciation and amortization 336 307 270 373 Stock-based compensation 689 342 336 695 Impact of purchase accounting — — Transaction-related expenses 132 24 118 38 Other corporate expenses — — Adjusted EBITDA 2,859 1,564 1,409 3,014 CFOps 3,211 1,882 1,398 3,695 Capex (263) (121) (105) (279) Cap SW expense — — Free Cash Flow 2,948 1,761 1,293 3,416 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot. 61
GAAP TO NON-GAAP RECONCILIATION (CONT’D) Derived “Core Dell” (Excluding Public Subsidiaries) Q2 FY19 TTM ($ in Millions) FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM ($ in millions) GAAP Net revenue 70,201 39,540 33,346 76,395 Impact of purchase accounting 1,269 367 690 946 Non-GAAP Net revenue 71,470 39,907 34,036 77,341 GAAP Operating income / (loss) (3,867) (956) (2,500) (2,322) Amortization of intangibles 6,809 2,955 3,432 6,331 Impact of purchase accounting 1,544 437 828 1,153 Transaction related 370 246 211 405 Other corporate expenses 429 163 200 393 Non-GAAP Operating income / (loss) 5,286 2,845 2,170 5,960 GAAP Net income / (loss) (3,393) (2,493) (2,481) (3,405) Amortization of intangibles 6,809 2,955 3,432 6,331 Impact of purchase accounting 1,544 437 828 1,153 Transaction related 413 1,261 246 1,428 Other corporate expenses 429 163 200 393 Aggregate adjustment for taxes (3,447) (914) (1,272) (3,088) Non-GAAP Net income / (loss) 2,355 1,409 953 2,811 GAAP Net income / (loss) (3,393) (2,493) (2,481) (3,405) Interest and other, net 2,464 1,984 1,208 3,240 Income tax (benefit) / expense (2,937) (446) (1,227) (2,156) Depreciation and amortization 8,234 3,508 4,052 7,689 Stock-based compensation 103 33 55 82 Impact of purchase accounting 1,273 367 692 948 Transaction-related expenses 370 227 211 386 Other corporate expenses 305 130 128 307 Adjusted EBITDA 6,418 3,310 2,637 7,091 CFOps 3,747 1,876 776 4,848 Capex (922) (431) (440) (914) Cap SW expense (369) (160) (187) (342) Free Cash Flow 2,456 1,285 149 3,592 DFS Financing Receivables 1,653 748 657 1,744 Free cash flow before increase in DFS Financing 4,109 2,033 806 5,336 Receivables Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot. 62