Dell Technologies Inc. · NYSE:DELL

Dell Technologies — Merger or Acquisition (November 2018)

62 slides from Dell Technologies's merger presentation, Nov 15, 2018

  1. Slide 1: The Essential and Trusted Technology Partner Leading the Way to Digital Transformation

    The Essential and Trusted Technology Partner Leading the Way to Digital Transformation November 2018

  2. Slide 2: Important Notices

    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 whi

  3. Slide 3: Important Notices (Cont'd)

    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,”

  4. Slide 4: Table of Contents

    TABLE OF CONTENTS COMPANY HI GHLIGHTS CLASS V TRANSACTION OVERVIEW APPENDI X 4

  5. Slide 5: Class V Transaction: The Best Alternative to Maximize Value for DVMT Stockholders

    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 regardi

  6. Slide 6: Transaction Summary (1/2)

    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) –

  7. Slide 7: Transaction Summary (2/2)

    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 execut

  8. Slide 8: Revised Offer Increases Total Value and Aggregate Cash Consideration

    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,

  9. Slide 9: Company Highlights

    COMPANY HIGHL D@LL Technologies

  10. Slide 10: A Digital Revolution: Explosion of Data and Computing Power Driving IT Spend

    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+ 20

  11. Slide 11: Dell Technologies Has a Leading Portfolio of Integrated End-to-End Technology Solutions

    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,

  12. Slide 12: Track Record of Long-Term Investment Under Challenging Conditions

    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 noteboo

  13. Slide 13: Continues to Invest to Sustain Long-Term Growth

    …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

  14. Slide 14: The Outlook Is Positive

    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%

  15. Slide 15: Class V Transaction Overview

    CLASS V TRANSACTION OVERVIEW 15

  16. Slide 16: Protecting and Maximizing Value for Class V Holders

    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

  17. Slide 17: Thorough Independent Assessment of Alternatives

    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

  18. Slide 18: Final Deal Structure Informed by Extensive Stockholder Engagement

    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 Sep

  19. Slide 19: Attractive Opportunity for DVMT Stockholders

    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 %

  20. Slide 20: Stock Election Includes Variable Exchange Rate

    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

  21. Slide 21: Class V Transaction Offers a Significant Premium to Historical Trading

    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 2

  22. Slide 22: Initial Discount Persistent Despite Attempts to Close Gap

    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 9

  23. Slide 23: DVMT Transaction Represents a Meaningful Premium Relative to Precedent Buyouts

    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 % 2

  24. Slide 24: Dell Deserves a Premium Multiple vs Peers

    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 Tot

  25. Slide 25: Attractive Business and Financial Profile Compared to Other Storage Providers

    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 Mainstr

  26. Slide 26: Capital Intensity: Dell vs. HPE

    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 origi

  27. Slide 27: Attractive Implied Pro Forma Dell Technologies Valuation

    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

  28. Slide 28: Implied Multiples for Dell (Excl. Public Subs) Significantly Lower Than Peers

    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 Implie

  29. Slide 29: The Facts Support the Value of the Stock Consideration (Net Income)

    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

  30. Slide 30: The Facts Support the Value of the Stock Consideration (EBITDA)

    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 M

  31. Slide 31: Applying an Arbitrary Discount to Value Dell Technologies Is Unwarranted

    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

  32. Slide 32: Pro Forma Capital Structure Overview

    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 Financi

  33. Slide 33: Overview of Pro Forma Governance

    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

  34. Slide 34: The Facts Support the Dell Technologies Transaction: Assertions and Responses

    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 De

  35. Slide 35: The Facts Support the Dell Technologies Transaction: Process

    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 Negoti

  36. Slide 36: Icahn's Valuation of Dell Is Self-Serving, Arbitrary and Illogical

    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 growt

  37. Slide 37: Icahn's Allegations Regarding DVMT Governance Provisions Are Misleading

    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 DV

  38. Slide 38: Class V Transaction: The Best Alternative to Maximize Value for DVMT Stockholders

    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 regardi

  39. Slide 39: Appendix

    APPENDIX D@.L Technologies

  40. Slide 40: CSG Industry Trends

    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 quarte

  41. Slide 41: ISG Industry Trends

    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

  42. Slide 42: Outperformance vs. Market

    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% 7

  43. Slide 43: Unmatched Portfolio of Solutions

    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 ORKFO

  44. Slide 44: Company Highlights

    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

  45. Slide 45: Integrated, End-to-End Technology Provider at Scale

    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. Ci

  46. Slide 46: Complementary Portfolio of Leading Solutions

    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

  47. Slide 47: Best-in-Class Go-to-Market Model

    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 servic

  48. Slide 48: Superior Financial Model

    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 Signific

  49. Slide 49: World-Class Management Team

    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 Scann

  50. Slide 50: How We Are Organized

    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 S

  51. Slide 51: Dell Transformation Since Going Private

    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 $3.0

  52. Slide 52: Dell Has Helped Accelerate VMware Growth

    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

  53. Slide 53: Accelerating Dell Technologies Growth Trajectory

    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% CS

  54. Slide 54: VMware: Leading Hybrid Cloud Provider

    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

  55. Slide 55: Winning Together in FY18

    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

  56. Slide 56: GAAP to Non-GAAP Reconciliation

    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 N

  57. Slide 57: GAAP to Non-GAAP Reconciliation: Summary Overview

    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

  58. Slide 58: GAAP to Non-GAAP Reconciliation (Cont'd)

    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

  59. Slide 59: GAAP to Non-GAAP Reconciliation: SecureWorks

    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) Amortiz

  60. Slide 60: GAAP to Non-GAAP Reconciliation: Pivotal

    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) Amortiz

  61. Slide 61: GAAP to Non-GAAP Reconciliation: VMware

    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

  62. Slide 62: GAAP to Non-GAAP Reconciliation: Derived Core Dell

    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

Dell Technologies — Merger or Acquisition (November 2018) on 6ix