Summary of Financial Analyses

Stanley assumed that they had been reasonably prepared on a bases reflecting the best currently available estimates and judgments of Splunk’s management and of the future financial performance of Splunk. Morgan Stanley expressed no view as to such financial projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger would be consummated in accordance with the terms set forth in the draft of the Merger Agreement dated as of September 20, 2023, without any waiver, amendment or delay of any terms or conditions, including among other things, that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Splunk and its legal, tax or regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Splunk’s officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be received by the holders of shares of Splunk common stock (other than the holders of the Excluded Shares). Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Splunk, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, September 20, 2023. Events occurring after September 20, 2023, may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion as of September 20, 2023, subsequently confirmed in writing as of such date to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Board of Directors to rely upon, among other matters, certain financial projections provided by Splunk’s management and referred to below as (1) Baseline Management Projections, (2) Sensitivity 1 Projections, and (3) Sensitivity 2 Projections (collectively, the “Management Projections”). The Management Projections are more fully described below in the section of this proxy statement captioned “—Summary of Management Projections.” For purposes of the financial analyses summarized below, the term “Sensitivity Projections” refers to both Sensitivity 1 Projections and Sensitivity 2 Projections and is used where the results of such analyses under either case were the same. In addition, certain unaudited projections of Splunk’s financial results based on publicly available estimates of Morgan Stanley Research, as well as certain related extrapolations prepared by Morgan Stanley (the “Research Case”) were approved by Splunk’s management for inclusion in Morgan Stanley’s presentation to the Board of Directors on September 20, 2023. The Research Case was not considered part of Morgan Stanley’s financial analyses with respect to its opinion, but was included for reference purposes only in Morgan Stanley’s presentation to the Board of Directors and are summarized below. For purposes of Morgan Stanley’s financial analyses presented to the Board of Directors on September 20, 2023, and this section Splunk’s fiscal years are represented as calendar years, with each calendar year representing Splunk’s fiscal year ending on January 31 of the subsequent calendar year, such that, for example, a reference to Splunk’s estimated financial results for the calendar year 2023 would refer to Splunk’s estimated financial results for its fiscal year ending on January 31, 2024. In accordance with direction from the Board of Directors, Morgan Stanley utilized the Management Projections in its financial analyses described below.

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Splunk with comparable publicly available consensus equity analyst research estimates as of September 19, 2023, for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (the “comparable companies”).

Morgan Stanley analyzed (1) the ratio of price (“P”) for each of the comparable companies to estimated levered free cash flow (“LFCF”) for calendar year 2024 and (2) the ratio of aggregate value (“AV”) for each of the comparable companies utilizing publicly available financial information as of September 19, 2023, to estimated revenue for calendar year 2024. Morgan Stanley refers to these ratios as “AV/CY2024E Revenue Multiple” and “P/CY2024E LFCF Multiple,” respectively. For purposes of its analyses, Morgan Stanley defined (a) “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents and equity investments, (b) “levered free cash flow” as a company’s operating cash flow, less capital expenditures and (c) “price” as a company’s closing stock trading price on September 19, 2023.

The following is a list of the selected comparable companies reviewed, together with the applicable P/CY2024E LFCF Multiple:

The following is a list of the selected comparable companies reviewed, together with the applicable AV/CY2024E Revenue Multiple:

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/CY2024E Revenue Multiple of 4.0x-6.0x and P/CY2024E LFCF Multiple of 15.0x-25.0x and applied these respective ranges to Splunk’s estimated revenue and estimated levered free cash flow for calendar year 2024 based on each of the Research Case and the Management Projections, respectively.

Based on the outstanding shares of Splunk common stock on a fully diluted basis as of September 18, 2023, and cash and debt balances as of July 31, 2023, each as provided by Splunk’s management, and certain adjustments to the debt balance based on (i) maturity and subsequent repayment out of cash of Splunk’s 0.50% Convertible Senior Notes due 2023, (ii) make-whole costs associated with the remaining outstanding convertible notes, and (iii) estimated unwind values related to the treatment of Splunk’s outstanding Capped Call Transactions prepared by Morgan Stanley and reviewed and approved for Morgan Stanley’s use by Splunk’s management, Morgan Stanley calculated the estimated implied value per share of Splunk common stock as follows:

No company utilized in the public trading comparables analysis is identical to Splunk. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Splunk’s control. These include, among other things, the impact of competition on Splunk’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Splunk and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the potential future equity value of a company as a function of such company’s estimated future revenue

and a range of trading multiples. The resulting estimated future implied equity value is subsequently discounted to arrive at an illustrative estimate of the implied present value for the company’s theoretical future implied stock price. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Splunk common stock on a standalone basis for each of the Research Case and the Management Projections, respectively.

To calculate these discounted fully diluted equity values, Morgan Stanley utilized calendar year 2026 revenue estimates under each of the Research Case and the Management Projections, respectively. Based upon the application of its professional judgment and experience, Morgan Stanley applied a forward range of price to estimated levered free cash flow multiples (based on such multiples for the comparable companies) and aggregate value to estimated revenue multiples (based on such multiples for the comparable companies) to these levered free cash flow and revenue estimates, respectively, in order to reach a future-implied fully diluted aggregate value and equity value, respectively. For each of the Research Case and the Management Projections, Morgan Stanley applied a price to estimated levered free cash flow multiple range of 15.0x to 25.0x and an aggregate value to estimated revenue multiple range of 4.0x to 6.0x, each to generate an undiscounted implied future fully diluted equity value.

In each case, Morgan Stanley then discounted the resulting implied future fully diluted equity value to September 19, 2023, at a discount rate of 12.9 percent, which rate was selected by Morgan Stanley based on Splunk’s estimated cost of equity, estimated using the capital asset pricing model method and utilizing a 6 percent market risk premium, a risk-free rate of 4.3 percent based on the 10-year U.S. Treasury yield as of September 19, 2023, and a 1.43 predicted beta per Barra. The results of this analysis are listed below:

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for Splunk common stock based on a discounted cash flow analysis to value Splunk as a standalone public company. Morgan Stanley utilized estimates from the Management Projections for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as non-GAAP adjusted earnings before interest, taxes, depreciation and amortization (unburdened by stock-based compensation), (i) less taxes, (ii) less stock-based compensation expense, (iii) less capital expenditures, (iv) less capitalized deferred commissions, (v) plus amortization of deferred commissions, (vi) plus or minus changes in deferred revenue, and (vii) plus or minus changes in net working capital, for calendar years 2023 through 2033, which estimated unlevered free cash flow were provided for Morgan Stanley’s use by Splunk’s management. The free cash flow and terminal value were discounted to present values as of September 19, 2023, at a discount rate ranging from 11.6 percent to 13.5 percent. These discount rates were selected, upon the application of Morgan Stanley’s professional judgment and

experience, to reflect Splunk’s estimated weighted average cost of capital. To calculate terminal values, Morgan Stanley utilized perpetual growth rates of 3.0 percent to 5.0 percent as part of its analyses, with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. The resulting aggregate value was then adjusted for net debt.

Based on the outstanding shares of Splunk common stock on a fully diluted basis as provided by Splunk’s management as of September 18, 2023, Morgan Stanley calculated the estimated implied value per share of Splunk common stock as follows:

Precedent Transactions Multiples Analysis

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms. Morgan Stanley compared publicly available statistics for selected technology transactions by reviewing technology company transactions larger than $5 billion in aggregate value since 2011 (the “Selected Technology Transactions”). Morgan Stanley selected such comparable transactions based on its professional judgment and experience, including because they shared certain characteristics with the Merger, most notably because they were similar technology transactions since 2011. For such transactions, Morgan Stanley noted the multiple of aggregate value of the transaction to the estimated next 12 months’ (“NTM”) revenue and the multiple of the transaction price to the NTM levered free cash flow, in each case, based on publicly available information at the time of announcement or at the unaffected date of each such transaction.

The following is a list of the selected technology transactions reviewed, together with the applicable multiples: