Summary of Management Projections

Capped Call Transactions

On September 18, 2018, in connection with the pricing of the 2025 Convertible Notes, Splunk entered into privately negotiated capped call transactions (the “2025 Base Capped Call Transactions”) with Barclays Bank PLC, Credit Suisse Capital LLC, Jefferies International Limited and UBS AG, London Branch, (the “2025 Capped Call Counterparties”). On September 20, 2018, in connection with the initial purchasers’ exercise of their option to purchase additional 2025 Convertible Notes, Splunk entered into additional capped call transactions with the 2025 Capped Call Counterparties (the “2025 Additional Capped Call Transactions” and, together with the 2025 Base Capped Call Transactions the “2025 Capped Call Transactions”).

On June 2, 2020, in connection with the pricing of the 2027 Convertible Notes, Splunk entered into privately negotiated capped call transactions (the “2027 Base Capped Call Transactions”) with Barclays Bank PLC, Morgan Stanley & Co. LLC, Bank of America, N.A. and JPMorgan Chase Bank, National Association, New York Branch, (the “2027 Capped Call Counterparties”). On June 4, 2020, in connection with the initial purchasers’ exercise of their option to purchase additional 2027 Convertible Notes, Splunk entered into additional capped call transactions with the 2027 Capped Call Counterparties (the “2027 Additional Capped Call Transactions” and, together with the 2027 Base Capped Call Transactions the “2027 Capped Call Transactions,” which, together with the 2025 Capped Call Transactions, constitute the “Capped Call Transactions”).

The Capped Call Transactions initially covered, subject to customary anti-dilution adjustments, the number of shares of Splunk common stock that initially underlie the Convertible Notes. The strike price of the 2025 Capped Call Transactions is $148.30 per share of Splunk common stock, and the cap price of the 2025 Capped Call Transactions is $232.62 per share of Splunk common stock, and is subject to certain adjustments under the terms of the 2025 Capped Call Transactions. The strike price of the 2027 Capped Call Transactions is $255.34 per share of Splunk common stock, and the cap price of the 2027 Capped Call Transactions is $378.28 per share of Splunk common stock, and is subject to certain adjustments under the terms of the 2027 Capped Call Transactions. The Capped Call Transactions were generally expected to reduce potential dilution to Splunk Stockholders upon conversion of the Convertible Notes and/or offset the potential cash payments that Splunk could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.

The Capped Call Counterparties may adjust certain terms of the Capped Call Transactions in connection with the announcement of the Merger, regardless of whether the Merger is consummated, pursuant to the terms of the Capped Call Transactions. In addition, Splunk expect that the Capped Call Transactions will be terminated in connection with the closing of the Merger.

Management Projections

Summary of Management Projections

Other than providing near term financial guidance in connection with its ordinary course earnings announcements, Splunk does not typically provide public forecasts, projections, estimates or predictions of its future earnings, income or other financial results due to the inherent unpredictability of such financial results and variability in the underlying assumptions necessary to forecast, project, estimate and predict future financial results, especially over longer periods of time. In connection with the Merger, however, at the direction of the Board of Directors, Splunk’s management prepared projections of Splunk’s financial results for the third and fourth quarters of its fiscal year 2024, as well as its fiscal years 2025 and 2026. In addition, in order to facilitate the financial analyses of the Merger by Splunk’s financial advisors, Splunk’s management prepared projections of Splunk’s financial results for fiscal years 2027 through 2034 by extrapolating from the foregoing financial projections. We refer to these projections, including the extrapolations, as the “Baseline Management Projections.” At the direction of the Board of Directors, Splunk’s management also prepared two additional sets of alternative long-term financial projections covering the same forecast period covered in the Baseline Management Projections, which are referred to in this section as the “Sensitivity 1 Projections” and the “Sensitivity 2 Projections,” respectively, in order to give the Board of Directors a broader perspective on possible alternative financial outcomes if macroeconomic factors caused growth rates to slow over time (the “Sensitivity 1 Projections” and the “Sensitivity 2 Projections,” together with the Baseline Management Projections, the “Management Projections”).

Splunk is including below a summary of the Management Projections in order to provide Splunk Stockholders with access to information that was made available to, and approved by, the Board of Directors in connection with its evaluation of the Merger. The Management Projections were also reviewed and approved by the Board of Directors

for use and reliance by Qatalyst Partners and Morgan Stanley in connection with each financial advisor’s respective financial analyses and opinion delivered to the Board of Directors as described in the section of this proxy statement captioned “—Opinions of Qatalyst Partners LP and Morgan Stanley & Co. LLC.” A subset of the Baseline Management Projections was also made available to Parent (at Parent’s request) in connection with its due diligence review of Splunk and the Merger.

The following table presents a summary of the Management Projections.

Important Information Regarding the Management Projections

The Management Projections were developed by Splunk management on a standalone basis without giving effect to the Merger and any other transactions contemplated by the Merger Agreement. Furthermore, the Management Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context. Although the Management Projections are presented with numerical specificity, they were based on numerous variables and assumptions made by Splunk management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Splunk’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Splunk’s control. The Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, general business and economic conditions, conditions in the industries and businesses in which Splunk operates, Splunk’s business and financial performance, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, the ability to successfully pursue and complete acquisitions, and the various risks set forth in Splunk’s periodic reports filed with the SEC. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than the Management Projections. The Management Projections cover

numerous years, and such information by its nature becomes less reliable with each successive year. In addition, the Management Projections will be affected by Splunk’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management Projections herein should not be regarded as an indication that Splunk, Qatalyst Partners and Morgan Stanley, their respective directors, officers, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Management Projections will be necessarily predictive of actual future events. No representation is made by Splunk or any other person regarding the Management Projections or Splunk’s ultimate performance compared to such information. The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Splunk contained in Splunk’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “—Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management Projections, Splunk Stockholders are cautioned not to place undue, if any, reliance on the Management Projections.

The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. The Management Projections included in this document have been prepared by, and are the responsibility of, Splunk's management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Management Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to Splunk’s previously issued financial statements. It does not extend to the Management Projections and should not be read to do so.

Non-GAAP Operating Income and Unlevered Free Cash Flow contained in the Management Projections summarized above are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Management Projections were relied upon by the Board of Directors in connection with its evaluation of the Merger and, at the direction of the Board of Directors, by Qatalyst Partners and Morgan Stanley for purposes of each financial advisor’s respective financial analyses and opinion delivered to the Board of Directors. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Board of Directors in connection with its evaluation of the Merger or by either Qatalyst Partners or Morgan Stanley for purposes of such financial advisor’s respective opinion delivered to the Board of Directors. Accordingly, Splunk has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Splunk may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The summary of the Management Projections above is included herein solely to give Splunk Stockholders access to the information that was made available to the Board of Directors, Qatalyst Partners and Morgan Stanley, as well as Parent (who was provided a subset of the Management Projections), in connection with the Merger and is not included in this proxy statement in order to influence any Splunk Stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their shares of Splunk common stock in connection with the Merger. In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Splunk does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.