Proxy Soliciting Materials (revised) (prer14a)

PVTL Pivotal Software Inc

PVTL Pivotal Software Inc

Notizie Pivotal Software, Inc. - PVTL

Notizie Pivotal Software, Inc. - PVTL

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TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
ý		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


Pivotal Software, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
o	No fee required.
ý	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies: Class A common stock, par value $0.01 per share (the "Class A common stock"), of Pivotal Software, Inc. ("Pivotal") and Class B common stock, par value $0.01 per share (the "Class B common stock"), of Pivotal.
	(2)	Aggregate number of securities to which transaction applies: As of October 15, 2019, (a) 104,637,970 shares of Class A common stock issued and outstanding (to be cancelled in exchange for a cash payment of $15.00 per share), (b) 131,306,110 shares of Class B common stock issued and outstanding (excluding the shares of Class B common stock beneficially owned by VMware, Inc. ("VMware")), which are convertible into an equal number of shares of Class A common stock (each share of Class B common stock to be exchanged for 0.0550 of a share of Class B common stock of VMware, par value $0.01 per share), (c) 23,666,601 shares of Class A common stock underlying outstanding options that are vested or outstanding options held by non-employee directors of Pivotal, in each case with an exercise price less than $15.00 per share (to be cancelled in exchange for a cash payment of $15.00 per share less the applicable exercise price (the "cashed-out options")), (d) 8,863,611 shares of Class A common stock underlying outstanding and unvested options after the merger with an exercise price less than $15.00 per share (which, if held by continuing employees after the merger (as defined in the merger agreement), will be substituted with options (the "substituted options") to purchase shares of Class A common stock of VMware, par value $0.01 per share (the "VMware Class A common stock")), (e) 41,007 shares of Class A common stock underlying outstanding and vested restricted stock units ("RSUs") and outstanding and unvested RSUs held by non-employee directors of Pivotal (to be cancelled in exchange for a cash payment of $15.00 per RSU (the "cashed-out RSUs")), (f) 15,922,544 shares of Class A common stock underlying outstanding and unvested RSUs (which, if held by continuing employees after the merger (as defined in the merger agreement), will be substituted with RSUs for shares of VMware Class A common stock (the "substituted RSUs")) and (g) a maximum of 1,040,000 shares of Class A common stock underlying outstanding purchase rights under Pivotal's 2018 Employee Stock Purchase Plan (the "ESPP purchase rights").
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated based on the sum of (a) 104,637,970 shares of Class A common stock issued and outstanding multiplied by $15.00, (b) 131,306,110 shares of Class B common stock issued and outstanding, which are convertible into an equal number of shares of Class A common stock, multiplied by $14.98, which is the average of the high and low prices for shares of the Class A common stock as reported on the New York Stock Exchange on October 28, 2019, calculated in accordance with Exchange Act Rule 0-11(c)(1)(i), (c) 23,666,601 cashed-out options multiplied by $7.46 (which is the difference between $15.00 and $7.54, the weighted average per share exercise price of such options), (d) 8,863,611 substituted options multiplied by $5.28 (which is the difference between $15.00 and $9.72, the weighted average per share exercise price of such options), (e) 41,007 cashed-out RSUs multiplied by $15.00, (f) 15,922,544 substituted RSUs multiplied by $15.00 and (g) 1,040,000 ESPP purchase rights multiplied by $15.00. In accordance with Exchange Act Rule 0-11(c), the filing fee was determined by multiplying 0.0001298 by the sum of the preceding sentence.
	(4)	Proposed maximum aggregate value of transaction: $4,014,941,052.34
	(5)	Total fee paid: $521,139.35 (includes $512,813.49 paid on October 10, 2019 and $8,325.86 paid on November 4, 2019)
o	Fee paid previously with preliminary materials.
ý	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid: $512,813.49
	(2)	Form, Schedule or Registration Statement No.: Schedule 14A
	(3)	Filing Party: Pivotal Software, Inc.
	(4)	Date Filed: October 10, 2019

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

Dear Pivotal Stockholders:

You are cordially invited to attend a special meeting of stockholders of Pivotal Software, Inc. ("Pivotal") to be held at [·], Pacific Time, on [·], 2019, at [·].

On August 22, 2019, Pivotal entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the "merger agreement") with VMware, Inc., a Delaware corporation ("VMware"), and Raven Transaction Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of VMware ("merger sub"), providing for, subject to the satisfaction or waiver of specified conditions, the acquisition of Pivotal by VMware. Subject to the terms and conditions of the merger agreement, merger sub will be merged with and into Pivotal (the "merger"), with Pivotal surviving the merger as a wholly owned subsidiary of VMware.

At the special meeting, you will be asked to consider and vote on:

•: a proposal to adopt and approve the merger agreement; and
•: a proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt and approve the merger agreement if there are insufficient votes at the time of such special meeting to approve such proposal.

If the merger contemplated by the merger agreement is completed, the holders of the Class A common stock, par value $0.01 per share, of Pivotal (the "Class A common stock"), will receive $15.00 in cash, without interest and less applicable withholding tax, for each share of the Class A common stock that they own immediately prior to the time the merger becomes effective (the "effective time"), other than shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies Inc. ("Dell"), EMC Equity Assets LLC, VMW Holdco LLC, VMware or merger sub immediately prior to the effective time, unless they exercise and perfect their appraisal rights under the Delaware General Corporation Law, and Dell will receive 0.0550 of a share of Class B common stock of VMware, par value $0.01 per share, for each share of the Class B common stock, par value $0.01 per share, of Pivotal (the "Class B common stock") that Dell owns (other than shares owned directly or indirectly by VMware) immediately prior to the effective time.

A special committee (the "Pivotal Special Committee") of the board of directors of Pivotal (the "Pivotal Board"), consisting entirely of independent and disinterested directors, carefully reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Pivotal Special Committee unanimously (i) recommended and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the terms of the merger agreement and the merger are fair to, and in the best interests of, Pivotal and the holders of Class A common stock, (iii) directed that the merger agreement and other transaction documents be submitted to the Pivotal Board for approval and (iv) recommended that the Pivotal Board approve the transaction documents and the merger. After due and careful discussion and consideration, and upon the unanimous recommendation of the Pivotal Special Committee, the Pivotal Board and its independent and disinterested directors, unanimously among those voting, (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger

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agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. Accordingly, the Pivotal Special Committee recommends, and the Pivotal Board (having received the unanimous recommendation of the Pivotal Special Committee) recommends, a vote "FOR" the adoption and approval of the merger agreement and "FOR" the proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies.

The proxy statement attached to this letter provides you with more specific information about the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. You should carefully read the entire proxy statement, including the annexes and documents incorporated by reference. You may also obtain more information about Pivotal from documents Pivotal has filed with the Securities and Exchange Commission (the "SEC").

Your vote is important. Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC Equity Assets LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock and (iv) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class. The failure of any stockholder to vote will have the same effect as a vote against adopting and approving the merger agreement. Accordingly, whether or not you plan to attend the special meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card and returning it in the envelope provided, or by voting over the telephone or over the Internet as instructed in these materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote:

1.: FOR adoption and approval of the merger agreement and
2.: FOR adjourning or postponing the special meeting, if necessary or appropriate, to solicit additional proxies.

Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt and approve the merger agreement, without your instructions.

If you have any questions or need assistance voting your shares, please contact: Innisfree M&A Incorporated, Pivotal's proxy solicitor, by calling (877) 456-3422 toll-free.

Thank you for your cooperation and continued support.

Very truly yours,

Paul Maritz
Chairman of the Pivotal Board

The merger has not been approved or disapproved by the SEC or any state securities commission. Neither the SEC nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

THIS PROXY STATEMENT IS DATED [·], 2019 AND IS FIRST BEING MAILED
TO STOCKHOLDERS OF PIVOTAL ON OR ABOUT [·], 2019.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD [·], 2019

To the Stockholders of Pivotal Software, Inc.:

A special meeting of stockholders of Pivotal Software, Inc. ("Pivotal"), a Delaware corporation, will be held at [·], Pacific Time, on [·], 2019, at [·] for the following purposes:

1.: Adoption and Approval of the Merger Agreement. To consider and vote on a proposal to adopt and approve the Agreement and Plan of Merger, dated as of August 22, 2019, among Pivotal, VMware, Inc., a Delaware corporation ("VMware"), and Raven Transaction Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of VMware ("merger sub"), (as it may be amended, supplemented, or otherwise modified in accordance with its terms, the "merger agreement"), pursuant to which merger sub will be merged with and into Pivotal (the "merger"), with Pivotal surviving the merger as a wholly owned subsidiary of VMware (such proposal, the "merger agreement proposal"); and
2.: Adjournment or Postponement of the Special Meeting. To approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement (such proposal, the "adjournment proposal").

The Board of Directors of Pivotal recommends that the stockholders of Pivotal vote "FOR" the merger agreement proposal and "FOR" the adjournment proposal.

Only stockholders of record at the close of business on [·], 2019 are entitled to notice of and to vote at the special meeting and at any adjournment or postponement of the special meeting. All stockholders of record are cordially invited to attend the special meeting in person. To ensure your representation at the meeting in case you cannot attend, you are urged to vote your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible in the postage-paid envelope enclosed for that purpose or by submitting your proxy by telephone or over the Internet. Any stockholder attending the special meeting may vote in person by ballot even if he or she has returned or otherwise submitted a proxy card.

Stockholders who do not vote in favor of adopting and approving the merger agreement will have the right to seek appraisal of the fair value of their shares if the merger is completed, but only if they submit a written demand for appraisal to Pivotal prior to the time the vote is taken on the merger agreement and comply with all other requirements of the Delaware General Corporation Law ("DGCL"). A copy of the applicable DGCL statutory provisions is included as Annex E to the accompanying proxy statement, and a summary of these provisions can be found under the section entitled "Appraisal Rights" in the accompanying proxy statement.

Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock, par value $0.01 per share, of Pivotal (the "Class A common stock") not owned by VMware or any of its affiliates, including Dell Technologies Inc. and EMC Equity Assets LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock, par value $0.01 per share, of Pivotal (the "Class B common stock") and (iv) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class. The failure to vote will have the same effect as a vote against the adoption and approval of the merger agreement. Even if you plan to attend the special meeting in person, please complete, sign, date and return the enclosed proxy or vote over the telephone or the Internet as instructed in these materials as promptly as possible to ensure that your shares will be

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represented at the special meeting if you are unable to attend. If you do attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person by ballot. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote in favor of adoption and approval of the merger agreement and adjourning or postponing the special meeting, if necessary or appropriate, to solicit additional proxies. If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against adoption and approval of the merger agreement.


		By Order of the Board of Directors,
		Andrew M. Cohen Corporate Secretary

San Francisco, California
[·], 2019

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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the special meeting.

If you hold your shares in "street name," you should instruct your bank, broker or other nominee, how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt and approve the merger agreement, without your instructions.

If you are a stockholder of record, voting in person by ballot at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a "legal proxy" in order to vote in person by ballot at the special meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote AGAINST the proposal to adopt and approve the merger agreement but will have no effect on the other proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
(877) 456-3422

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TABLE OF CONTENTS


SUMMARY TERM SHEET			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND MERGER			10
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION			15
THE PARTIES TO THE MERGER			17
Pivotal Software, Inc.			17
VMware, Inc.			17
Raven Transaction Sub, Inc.			17
THE SPECIAL MEETING OF PIVOTAL'S STOCKHOLDERS			18
Time, Place and Purpose of the Special Meeting			18
Who Can Vote at the Special Meeting			18
Quorum for the Special Meeting			18
Votes Required			19
Voting by Proxy			19
Householding			19
Solicitation of Proxies			20
SPECIAL FACTORS			21
Background of the Merger			21
Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger			36
Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)			44
Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)			53
Opinion and Materials of Financial Advisor to Dell (Moelis & Company)			64
Presentations of Financial Advisor to Dell (Goldman Sachs)			72
Financial Projections			78
Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor			82
Purposes and Reasons of the Buyer Group for the Merger			86
Position of the Buyer Group as to the Fairness of the Merger			88
Sources and Amounts of Funds or other Consideration; Expenses			92
Plans for Pivotal After the Merger			93
Certain Effects of the Merger			93
Effects on Pivotal if the Merger is Not Completed			95
Interests of Pivotal's Directors and Executive Officers in the Merger			95
Accounting Treatment of the Merger			100
Material U.S. Federal Income Tax Consequences of the Merger			100
Litigation Related to the Merger			101
SELECTED CONSOLIDATED FINANCIAL DATA OF PIVOTAL			102
SELECTED CONSOLIDATED FINANCIAL DATA OF VMWARE			105
UNAUDITED COMPARATIVE PER SHARE INFORMATION			108
THE MERGER AGREEMENT			110
The Merger			110
Closing and Effective Time of the Merger			110
Directors and Officers			110
Consideration to be Received in the Merger			110

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Payment for the Class A Common Stock			111
Class B Conversion			112
Treatment of Options			112
Treatment of RSUs			113
Treatment of the ESPP			114
Representations and Warranties			114
Conduct of Business Pending the Merger			117
No Solicitation; Recommendations of the Merger			120
Commercially Reasonable Efforts; Other Agreements			123
Indemnification and Insurance			124
Conditions to Completion of the Merger			125
Financing			126
Regulatory Approvals			127
Termination of the Merger Agreement			127
Termination Fees and Expenses			128
Effect of Termination			129
Specific Performance			130
Employee Matters			130
Amendment; Extension and Waiver			131
Governing Law			131
VOTING AGREEMENT			132
CONSENT AND SUPPORT AGREEMENT			133
PROVISIONS FOR UNAFFILIATED STOCKHOLDERS			134
IMPORTANT INFORMATION ABOUT PIVOTAL SOFTWARE, INC.			135
Pivotal Background			135
Directors and Executive Officers			135
Prior Public Offerings			139
Market Price of Pivotal's Class A Common Stock and Dividend Information			139
Security Ownership of Certain Beneficial Owners and Management			140
Transactions in Common Stock by the Buyer Group			143
Transactions Between Pivotal and the Members of the Buyer Group			143
Transactions Between Members of the Buyer Group and Pivotal's Directors			146
IMPORTANT INFORMATION ABOUT THE BUYER GROUP			147
Background of VMware			147
Directors and Executive Officers of VMware			147
Background of Merger Sub			151
Directors and Executive Officers of Merger Sub			151
Background of Dell			152
Directors and Executive Officers of Dell			152
Background of EMC Corporation			155
Directors and Executive Officers of EMC Corporation			155
Background of EMC LLC			156
Directors and Executive Officers of EMC LLC			157
Background of VMW Holdings			157
Directors and Executive Officers of VMW Holdings			158
Background of Denali			158
Directors and Executive Officers of Denali			159
ADJOURNMENT PROPOSAL			160

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APPRAISAL RIGHTS			161
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING			166
WHERE YOU CAN FIND MORE INFORMATION			167
ANNEX A—Agreement and Plan of Merger
ANNEX B—Opinion of Morgan Stanley & Co. LLC
ANNEX C—Opinion of Lazard Frères & Company LLC
ANNEX D—Opinion of Moelis & Company LLC
ANNEX E—Section 262 of the Delaware General Corporation Law
ANNEX F—Report of Independent Registered Public Accounting Firm for Pivotal Software, Inc.
ANNEX G—Report of Independent Registered Public Accounting Firm for VMware, Inc.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with "Questions and Answers About the Special Meeting and Merger" beginning on page 10, highlights certain information in this proxy statement but may not contain all of the information that may be important to you. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement for a more complete understanding of the matters being considered at the special meeting. Each item in this Summary Term Sheet includes a page reference directing you to a more complete description of that topic. See "Where You Can Find More Information" beginning on page 167. In this proxy statement, the term "Pivotal" refers to Pivotal Software, Inc. and its subsidiaries, unless the context requires otherwise.

The Parties to the Merger (page 17)

Pivotal provides a leading cloud-native platform that makes software development and information technology ("IT") operations a strategic advantage for its customers. Pivotal's cloud-native platform, Pivotal Cloud Foundry ("PCF"), accelerates and streamlines software development by reducing the complexity of building, deploying and operating new cloud-native applications and modernizing legacy applications.

VMware, Inc. ("VMware") originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware. VMware's software provides a flexible digital foundation to help enable customers in their digital transformations. Raven Transaction Sub, Inc. ("merger sub") is a wholly owned subsidiary of VMware formed solely for the purpose of facilitating VMware's acquisition of Pivotal.

The Merger (page 110)

You are being asked to adopt an Agreement and Plan of Merger, dated as of August 22, 2019 (as it may be amended, supplemented, or otherwise modified in accordance with its terms), by and among VMware, Pivotal and merger sub, which agreement we refer to as the "merger agreement." Pursuant to the merger agreement, merger sub will merge with and into Pivotal, which we refer to as the "merger," and Pivotal will continue as the surviving corporation in the merger (the "surviving corporation") and a wholly owned subsidiary of VMware. Upon completion of the merger, Pivotal will cease to be a publicly traded company, and you will cease to have any rights in Pivotal as a stockholder.

Merger Consideration (page 110)

If the merger is completed, each share of Pivotal's Class A common stock, par value $0.01 per share (the "Class A common stock"), other than as provided below, will be converted into the right to receive $15.00 in cash, without interest and less any required withholding taxes (the "Class A merger consideration"). The following shares of the Class A common stock will not be converted into the right to receive the Class A merger consideration in connection with the merger: (i) shares held by any of Pivotal's stockholders who are entitled to and who properly exercise appraisal rights under Section 262 of the Delaware General Corporation Law (the "DGCL") and (ii) shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies Inc. ("Dell"), EMC Equity Assets LLC ("EMC LLC"), VMW Holdco LLC ("VMW Holdings," and together with Dell, Denali Intermediate Inc. ("Denali") and EMC Corporation ("EMC Corporation"), the "Dell Owners"), VMware or merger sub immediately prior to the effective time.

In addition, if the merger is completed, each share of Pivotal's Class B common stock, par value $0.01 per share (the "Class B common stock" and, collectively with the Class A common stock, the "common stock") (other than Class B common stock owned directly or indirectly by VMware or merger sub), will be converted into the right to receive 0.0550 of a share of Class B common stock, par value $0.01 per

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share (the "VMware Class B common stock"), of VMware (the "Class B merger consideration," and together with the Class A merger consideration, the "merger consideration").

Treatment of Options, RSUs and the ESPP (page 112)

Treatment of Options

Subject to the terms of the merger agreement, options to purchase shares of Class A common stock ("Pivotal options") will be treated as follows: (i) immediately after the effective time of the merger, outstanding Pivotal options that are vested or held by non-employee directors of Pivotal (whether vested or unvested), in each case with an exercise price of less than $15.00 per share, will be cancelled in exchange for a cash payment of $15.00 per share subject to such option less the applicable per share exercise price (net of tax withholdings), (ii) as of the effective time of the merger, outstanding and unvested Pivotal options with an exercise price of less than $15.00 per share held by continuing employees (as defined in the merger agreement) after the merger will be substituted for options to purchase shares of Class A common stock of VMware, par value $0.01 per share (the "VMware Class A common stock"), on generally the same material terms and conditions as were applicable to the corresponding Pivotal options as of immediately prior to the effective time of the merger (except as provided in the merger agreement), and (iii) all other Pivotal options will be cancelled for no consideration. For more information, see "The Merger Agreement—Treatment of Options."

Treatment of RSUs

Subject to the terms of the merger agreement, restricted stock unit awards covering shares of Class A common stock ("Pivotal RSUs") will be treated as follows: (i) as of the effective time of the merger, outstanding and vested Pivotal RSUs or outstanding Pivotal RSUs held by non-employee directors of Pivotal (whether vested or unvested) will be cancelled in exchange for a cash payment of $15.00 per share of Class A common stock subject to such Pivotal RSU (net of tax withholdings), (ii) as of the effective time of the merger, outstanding and unvested Pivotal RSUs that are held by continuing employees (as defined in the merger agreement) after the merger that will be substituted for restricted stock units covering shares of VMware Class A common stock, on generally the same material terms and conditions as were applicable to the corresponding Pivotal RSUs immediately prior to the effective time of the merger (except as provided in the merger agreement) and (iii) all other Pivotal RSUs will be cancelled for no consideration. For more information, see "The Merger Agreement—Treatment of RSUs."

Treatment of the ESPP

With respect to Pivotal's 2018 Employee Stock Purchase Plan (the "Pivotal ESPP"), Pivotal will take all actions reasonably necessary to provide that:

•: the maximum number of shares of Class A common stock that may be purchased during the "offering" (as defined in the Pivotal ESPP) that was in progress as of August 22, 2019 will be 1,040,000 shares (assuming the market price of a share of Class A common stock as of the final purchase date under this offering is equal to the Class A merger consideration and the final purchase date is the last business day of the offering in accordance with its terms as in effect as of August 22, 2019);
•: no new offering will commence following August 22, 2019;
•: no individual participating in the Pivotal ESPP will be permitted to increase the rate of payroll contributions from the rate in effect as of August 22, 2019, or make separate non-payroll contributions on or following August 22, 2019; and

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•: no individual who was not participating in the Pivotal ESPP as of August 22, 2019 may commence participation in the Pivotal ESPP.

The Pivotal ESPP will terminate no later than three business days prior to the closing date. For more information, see "The Merger Agreement—Treatment of the ESPP."

When the Merger is Expected to be Completed

Pivotal currently anticipates that the merger will be completed in the second half of Pivotal's fiscal year ending January 31, 2020. However, there can be no assurances that the merger will be completed at all, or if completed, that it will be completed by such time.

Record Date and Quorum (page 18)

Only holders of record of Pivotal's common stock, as of the close of business on [·], 2019, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered in the name of someone else, such as a broker, you need to direct that person to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting. On the record date, there were [·] shares of Class A common stock outstanding and [·] shares of Class B common stock outstanding.

To conduct any business at the special meeting, a quorum must be present in person or represented by valid proxies. The holders of a majority of the outstanding shares of Class A common stock and a majority of the outstanding shares of Class B common stock, present in person or by proxy, will constitute a quorum for the transaction of business at the meeting. For more information, see "The Special Meeting of Pivotal's Stockholders—Who Can Vote at the Special Meeting" and "The Special Meeting of Pivotal's Stockholders—Quorum for the Special Meeting."

Votes Required (page 19)

Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates (the "Class A stockholder approval"), including Dell and EMC LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock and (iv) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

The Special Meeting

See "Questions and Answers About the Special Meeting and Merger" beginning on page 10 and "The Special Meeting of Pivotal's Stockholders" beginning on page 18.

Recommendation of the Pivotal Special Committee and Pivotal's Board of Directors (page 36)

The special committee (the "Pivotal Special Committee") of the board of directors of Pivotal (the "Pivotal Board"), consisting entirely of independent and disinterested directors, carefully reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Pivotal Special Committee unanimously (i) recommended and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the terms of the merger agreement and the merger are fair to, and in the best interests of, Pivotal and the holders of Class A common stock, (iii) directed that the merger agreement and other transaction documents be submitted to the Pivotal Board for approval and (iv) recommended that the Pivotal Board approve the transaction documents and the merger. After due and careful discussion and consideration, and upon the unanimous recommendation of the Pivotal

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Special Committee, the Pivotal Board and its independent and disinterested directors, unanimously among those voting (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement.

For a discussion of the material factors considered by the Pivotal Special Committee in reaching its conclusions, see "Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger."

Accordingly, the Pivotal Special Committee recommends and the Pivotal Board (having received the unanimous recommendation of the Pivotal Special Committee) recommends a vote "FOR" the adoption and approval of the merger agreement and "FOR" the proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies.

Interests of Pivotal's Directors and Executive Officers in the Merger (page 95)

In considering the recommendation of the Pivotal Special Committee and the Pivotal Board, you should be aware that some of Pivotal's directors and executive officers have interests in the merger that are different from, or in addition to, your interests as a stockholder and that may present actual or potential conflicts of interest. These interests include, among others:

•: for non-employee directors only, accelerated vesting of stock options with an exercise price of less than $15.00 per share and restricted stock units, in each case, in connection with the consummation of the merger;
•: grants of equity awards to certain of Pivotal's executive officers and other key employees who will remain employed with Pivotal or any of its subsidiaries (or VMware or any of its affiliates) after the completion of the merger;
•: with respect to certain executive officers and other key employees, the opportunity to receive cash severance payments and benefits and equity acceleration of outstanding unvested equity awards in connection with a qualifying termination of employment pursuant to change in control severance agreements; and
•: continued indemnification and directors' and officers' liability insurance applicable to the period prior to completion of the merger.

Pivotal's Board was aware of these interests and considered them, among other matters, prior to making its determination to recommend the adoption of the merger agreement to Pivotal's stockholders. For more information, see the section entitled "Special Factors—Interests of Pivotal's Directors and Executive Officers in the Merger."

Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley) (page 44)

In connection with the merger, Morgan Stanley & Co. LLC ("Morgan Stanley") rendered to the Pivotal Special Committee its oral opinion, subsequently confirmed in writing, that as of August 22, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in

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the written opinion, the consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares, each as defined in "The Merger Agreement—Consideration to be Received in the Merger") pursuant to the merger agreement was fair from a financial point of view to such holders, as set forth in such opinion as more fully described in the section entitled "Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)."

The full text of Morgan Stanley's written opinion to the Pivotal Special Committee, dated August 22, 2019, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley's opinion carefully. The written opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering the opinion. Morgan Stanley's opinion was directed to the Pivotal Special Committee, in its capacity as such, and addressed only the fairness from a financial point of view of the Class A merger consideration to be received by holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects of the merger. Morgan Stanley's opinion was not intended to, and does not, constitute advice or a recommendation to any holder of Class A common stock as to how to vote at the special meeting to be held in connection with the merger or whether to take any other action with respect to the merger.

Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard) (page 53)

On August 21, 2019, Lazard Frères & Co. LLC ("Lazard") rendered its oral opinion to the VMware Special Committee, which was confirmed by delivery of a written opinion dated August 21, 2019, that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration to be paid by VMware in the merger was fair, from a financial point of view, to VMware.

The full text of Lazard's written opinion, dated August 21, 2019, which sets forth, among other things, the assumptions made, procedures followed, factors considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion is attached to this proxy statement as Annex C and is incorporated in this proxy statement. We encourage you to read Lazard's opinion, and the section entitled "Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)."

Material U.S. Federal Income Tax Consequences of the Merger (page 100)

In general, the merger will be a taxable transaction for you as a U.S. holder (as defined in "Special Factors—Material U.S. Federal Income Tax Consequences of the Merger") of Class A common stock. For U.S. federal income tax purposes, you will generally recognize gain or loss measured by the difference, if any, between the cash you receive (before reduction for any required withholding tax) in exchange for your Class A common stock in the merger and your tax basis in your Class A common stock. Gain or loss will be determined separately for each block of your Class A common stock (i.e.,

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shares you acquired at the same cost in a single transaction). You should consult your tax advisor for a complete analysis of the effect of the merger on your U.S. federal, state, local and/or foreign taxes. The exchange of Class B common stock for VMware Class B common stock is intended to be a tax-deferred transaction as described in section 351(a) of the Internal Revenue Code of 1986, as amended (the "code").

No Solicitation; Recommendations of the Merger (page 120)

In the merger agreement, Pivotal has agreed that it will not, and will not permit or authorize its subsidiaries or any of its representatives to, directly or indirectly:

•: initiate, solicit or intentionally encourage or facilitate any inquiry, proposal or offer with respect to, or the making or completion of, any "acquisition proposal" (as defined in "The Merger Agreement—No Solicitation; Recommendations of the Merger"), or any inquiry, proposal or offer that is reasonably likely to lead to any acquisition proposal;
•: enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information or data with respect to, or otherwise cooperate in any way with, any acquisition proposal; or
•: resolve, agree or propose to do any of the foregoing.

Pivotal agreed further that it would immediately cease and terminate all existing discussions and negotiations with any person previously conducted with respect to any acquisition proposal or potential acquisition proposal.

In addition, Pivotal has agreed not to grant any waiver, amendment or release under any confidentiality agreement or standstill agreement after the date of the merger agreement without the prior written consent of VMware, subject to certain exceptions.

Before the Class A stockholder approval is obtained, if Pivotal receives a written acquisition proposal that did not result from a breach of the merger agreement and that the Pivotal Special Committee determines in good faith (after consultation with outside counsel and its financial advisor) constitutes or is reasonably likely to lead to a superior proposal (as defined in "The Merger Agreement—No Solicitation; Recommendations of the Merger") and the Pivotal Special Committee determines in good faith (after consultation with outside counsel) that the failure to take the actions described in the bullet points listed below would be reasonably likely to result in a breach of its fiduciary duties to Pivotal's stockholders under applicable law, then Pivotal may:

•: furnish information with respect to Pivotal and its subsidiaries to the person making such acquisition proposal pursuant to a confidentiality agreement (subject to certain conditions); and
•: participate in discussions or negotiations with such person regarding such acquisition proposal.

The Pivotal Special Committee, the Pivotal Board or any other committee of the Pivotal Board may not: (i) (A) withdraw (or modify or qualify in any manner adverse to VMware or merger sub) its recommendation that Pivotal's stockholders adopt the merger agreement, (B) recommend or otherwise declare advisable the approval by the Pivotal stockholders of an acquisition proposal or (C) resolve, agree or propose to take any such actions or (ii) cause or permit Pivotal or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract constituting or intending to or reasonably likely to lead to an acquisition proposal (as defined in the merger agreement), except the Pivotal Special Committee may take such an action in response to either an intervening event (as defined in "The Merger Agreement—No Solicitation; Recommendations of the Merger") or a superior proposal if it determines in good faith (after

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consultation with outside legal counsel) that a failure to do so would be reasonably likely to result in a breach of its fiduciary duties to the stockholders of Pivotal.

Conditions to Completion of the Merger (page 125)

The completion of the merger is subject to, among other things, the following conditions:

•: the adoption of the merger agreement by the holders of Pivotal's common stock pursuant to the votes described above in this Summary Term Sheet;
•: the absence of any legal orders that have the effect of making the merger illegal or otherwise preventing the consummation of the merger;
•: each party's respective representations and warranties in the merger agreement being true and correct as of the closing date in the manner described in "The Merger Agreement—Conditions to Completion of the Merger;" and
•: each party's performance in all material respects of its obligations required to be performed under the merger agreement prior to the closing date of the merger.

Financing (page 126)

The merger agreement does not contain any financing-related closing condition and VMware has represented that it has access to sufficient resources and will at the effective time have access to sufficient immediately available funds to consummate the merger and other transactions contemplated by the merger agreement on the terms therein, including to pay the Class A merger consideration for all of the shares of Class A common stock, to make all payments in respect of Pivotal options and Pivotal RSUs as contemplated in the merger agreement, and to pay all related fees and expenses.

Termination of the Merger Agreement (page 127)

The merger agreement may be terminated, and the merger may be abandoned at any time prior to its completion:

•

by mutual written consent of Pivotal and VMware;

•

by either Pivotal or VMware, if:

•: the merger has not been consummated on or before February 18, 2020, except that such termination right is not available to any party whose failure to fulfill in any material respect any of its obligations under the merger agreement has been the primary cause of, or the primary factor that resulted in, the failure of the merger to be consummated by such date;
•: any court of competent jurisdiction or other governmental entity has issued a judgment, order, injunction, rule or decree, or taken any other action restraining, enjoining or otherwise prohibiting any of the transactions contemplated by the agreement and such judgment, order, injunction, rule, decree or other action has become final and nonappealable; or
•: the Class A stockholder approval has not been obtained at the special meeting duly held or at any adjournment or postponement thereof, except that Pivotal may not terminate the merger agreement if the failure to obtain such approval is proximately caused by any action or failure to act of Pivotal that constitutes a breach of the merger agreement;

•

by VMware:

•: in the event of certain uncured breaches of the merger agreement by Pivotal; or

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•

any of the following occurs:

•: the Pivotal Special Committee withdraws (or modifies or qualifies in any manner adverse to VMware) the recommendation to adopt the merger agreement or recommends another acquisition proposal;
•: Pivotal fails, based on the recommendation of the Pivotal Special Committee, to publicly recommend against a tender or exchange offer relating to securities of Pivotal within 10 business days of such tender or exchange offer having been commenced;
•: Pivotal fails to publicly affirm the recommendation of the Pivotal Special Committee of the merger within 10 business days after receipt of a written request from VMware to provide such reaffirmation following the public announcement of an acquisition proposal or an acquisition proposal becoming generally known to the public;
•: Pivotal breaches or fails to perform in any material respects any of its obligations set forth in its covenants related to no solicitation or to convene the special meeting of its stockholders in accordance with the terms of the merger agreement; or
•: the Pivotal Special Committee formally resolves or publicly authorizes or proposes to take any of the foregoing actions; or

•

by Pivotal:

•: in the event of certain uncured breaches of the merger agreement by VMware or merger sub; or
•: at any time prior to obtaining the required stockholders' votes described above, in order to accept a superior proposal, so long as Pivotal has otherwise complied in all material respects with the section of the merger agreement related to non-solicitation, enters into the associated alternative acquisition agreement substantially concurrently with such termination and has paid the termination fees described below.

Termination Fees and Expenses (page 128)

If the merger agreement is terminated under certain circumstances, Pivotal will be obligated to pay VMware a termination fee of $95 million.

Specific Performance (page 130)

Under certain circumstances, Pivotal and VMware are entitled to specific performance of the terms of the merger agreement, in addition to any other remedy at law or equity.

Consent and Support Agreement (page 133)

Substantially concurrently with the execution of the merger agreement, on August 22, 2019, VMware entered into a Consent and Support Agreement (the "support agreement") with Dell and EMC LLC (together with Dell, the "Dell Stockholders"), and, solely with respect to Sections 5 and 6 therein, EMC Corporation and VMW Holdings. Pursuant to the support agreement, the Dell Stockholders, which hold 131,306,110 shares of Class B common stock, representing all of the outstanding shares of Class B common stock not held by VMware, have agreed, among other things, to vote their shares of Class B common stock in favor of the proposal to adopt and approve the merger agreement, pursuant to which the merger will take place, with Pivotal surviving the merger as a wholly owned subsidiary of VMware (such proposal, the "merger agreement proposal").

In addition, the support agreement included the consent of EMC Corporation and VMW Holdings (acting in their capacity as the holders of all of the outstanding shares of the VMware Class B common

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stock) to VMware's entry into the merger agreement, as required pursuant to VMware's Amended and Restated Certificate of Incorporation and the master transaction agreement. In addition, pursuant to the merger agreement, each share of Class B common stock beneficially owned by Dell (other than Class B common stock beneficially owned by VMware), will be converted into the right to receive the Class B merger consideration. Following the execution of the merger agreement and the support agreement, EMC Corporation and VMW Holdings executed and delivered a written consent adopting and approving the issuance of shares of the VMware Class B common stock that will constitute the Class B merger consideration on behalf of VMware's stockholders pursuant to the listing rules of the NYSE. No further approval of the stockholders of VMware is required to effectuate the merger or to approve the issuance of the shares constituting the Class B merger consideration or the other transactions contemplated by the merger agreement. For more information, see "Consent and Support Agreement."

Voting Agreement (page 132)

Substantially concurrently with the execution of the merger agreement, Ford Motor Company, a Delaware corporation ("Ford"), a stockholder of Pivotal, entered into a Voting Agreement (the "voting agreement") with VMware, pursuant to which Ford has agreed, among other things and subject to the terms and conditions set forth therein, to vote its 17,516,709 shares of Class A common stock in favor of the adoption of the merger agreement and the transactions contemplated thereby, including the merger. As of October 15, 2019, the 17,516,709 shares of Class A common stock beneficially owned by Ford represent approximately 16.7% of the outstanding shares of Class A common stock. For more information, see "Voting Agreement."

Appraisal Rights (page 161)

Under the DGCL, holders of the Class A common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares of Class A common stock as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they comply with all requirements of the DGCL for exercising appraisal rights (including Section 262 of the DGCL, the text of which can be found in Annex E to this proxy statement), which are summarized in this proxy statement. This appraisal amount could be more than, the same as or less than the Class A merger consideration. Any holder of the Class A common stock intending to exercise appraisal rights must, among other things, submit a written demand for an appraisal to us prior to the vote on the adoption of the merger agreement at the special meeting and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights.

Market Price of Pivotal's Class A Common Stock (page 139)

The closing trading price of the Class A common stock on the New York Stock Exchange ("NYSE") on August 14, 2019, the date Dell filed an amendment to its Schedule 13D after the close of regular market trading hours disclosing that the Pivotal Special Committee and a special committee (the "VMware Special Committee") of the board of directors of VMware (the "VMware Board") were negotiating definitive agreements for VMware to acquire all of the outstanding shares of Class A common stock for cash consideration of $15.00 per share (the "Last Unaffected Trading Date"), was $8.30. The closing trading price of the Class A common stock on the NYSE on August 21, 2019, the day before the merger agreement was approved by the Pivotal Special Committee and the Pivotal Board, was $13.67. On [·], which is the latest practicable trading day before this proxy statement was printed, the closing price for the Class A common stock on the NYSE was [·].

Additional Information

You can find more information about Pivotal in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the "SEC"). The information is available at the website maintained by the SEC at www.sec.gov. See "Where You Can Find More Information" beginning on page 167.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND MERGER

Q:: What is the proposed merger?
A:: The proposed transaction is the acquisition of Pivotal by VMware. VMware has agreed to acquire Pivotal pursuant to the merger agreement, dated as of August 22, 2019, among VMware, merger sub and Pivotal. Merger sub is a wholly owned subsidiary of VMware. Once the merger agreement has been adopted and approved by Pivotal's stockholders and the other closing conditions under the merger agreement have been satisfied or waived, merger sub will merge with and into Pivotal. Pivotal will be the surviving corporation and will become a wholly owned subsidiary of VMware.

The merger agreement is attached as Annex A to this proxy statement.
Q:: What will Pivotal's stockholders receive in the merger?
A:: If the merger is completed, the holders of the Class A common stock will receive the Class A merger consideration, for each share of the Class A common stock that they own immediately prior to the time the merger becomes effective (the "effective time"), unless they exercise and perfect their appraisal rights under the DGCL, and the holders of the Class B common stock will receive the Class B merger consideration for each share of the Class B common stock that they own immediately prior to the effective time.
Q:: Where and when is the special meeting?
A:: The special meeting will take place at [·], Pacific Time, on [·], 2019, at [·].
Q:: Who is eligible to vote?
A:: Holders of record of the Class A common stock and Class B common stock as of the close of business on [·], 2019, the record date for the special meeting, are eligible to vote.
Q:: How many votes do Pivotal's stockholders have?
A:: Holders of the Class A common stock have one vote for each share of the Class A common stock that such holder owned at the close of business on [·], 2019, the record date for the special meeting. Holders of the Class B common stock have 10 votes for each share of the Class B common stock that such holder owned at the close of business on the record date for the special meeting.
Q:: What vote of Pivotal's stockholders is required to adopt and approve the merger agreement?
A:: Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock and (iv) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.
Q:: How does the Pivotal Board recommend that I vote?
A:: After due and careful discussion and consideration, and upon the unanimous recommendation of the Pivotal Special Committee, the Pivotal Board, including its independent and disinterested directors, unanimously among those voting, (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders,

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(ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. Accordingly, the Pivotal Special Committee recommends and the Pivotal Board (having received the unanimous recommendation of the Pivotal Special Committee) recommends a vote "FOR" the adoption and approval of the merger agreement and "FOR" the proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies.

You should be aware that some of Pivotal's directors and executive officers are subject to agreements or arrangements that may provide them with interests in the merger that are different from, or are in addition to, the interests of Pivotal's stockholders generally. These interests relate to equity securities held by such persons and their affiliates; change of control severance covering Pivotal's executive officers; and indemnification of Pivotal's directors and officers by the surviving corporation following the merger. See the section entitled "Special Factors—Interests of Pivotal's Directors and Executive Officers in the Merger."

Q:: Have a majority of directors who are not employees of Pivotal retained an unaffiliated representative to act solely on behalf of unaffiliated Pivotal stockholders for purposes of negotiating the terms of the merger or preparing a report concerning the fairness of the merger?
A:: As described more fully in the section entitled "Special Factors—Background of the Merger," the Pivotal Special Committee, which consists entirely of independent and disinterested directors who are not employees of Pivotal, was formed for the purpose of reviewing and potentially negotiating the potential transaction with VMware and, ultimately, recommending in favor or against any such transaction. The Pivotal Special Committee retained Morgan Stanley as its financial advisor. On August 22, 2019, Morgan Stanley rendered its oral opinion to the Pivotal Special Committee, subsequently confirmed in writing, that as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares) pursuant to the merger agreement was fair from a financial point of view to such holders. For a description of Morgan Stanley's fairness opinion, see "Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)."
Q:: What do I need to do now?
A:: Please read this proxy statement carefully, including its annexes, to consider how the merger affects you. After you read this proxy statement, you should complete, sign and date your proxy card and mail it in the enclosed return envelope or submit your proxy over the telephone or over the Internet as soon as possible so that your shares can be voted at the special meeting of Pivotal's stockholders. If you sign, date and mail your proxy card without indicating how you wish to vote, your shares will be voted in accordance with the recommendations of the Pivotal Board, as applicable, with respect to each proposal.

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Q:

Have any Pivotal stockholders already agreed to approve the merger agreement?

A:

Yes. Concurrently with the execution of the merger agreement, on August 22, 2019, VMware entered into the voting agreement with Ford, a stockholder of Pivotal. Pursuant to the voting agreement, Ford, which beneficially owns 17,516,709 shares of Class A common stock representing approximately 16.7% of the outstanding shares of Class A common stock as of October 15, 2019, has agreed, among other things, to vote its shares of Class A common stock, including any shares acquired after August 22, 2019, in favor of the merger agreement proposal, and against any competing transaction so long as, among other things, the Pivotal Board has not made an adverse recommendation change (as defined below). See the section entitled "Voting Agreement."

Additionally, concurrently with the execution of the merger agreement, on August 22, 2019, VMware entered into the support agreement with Dell, EMC LLC and, solely with respect to Sections 5 and 6 therein, EMC Corporation and VMW Holdings. Pursuant to the support agreement, Dell and EMC LLC agreed to vote all shares of Class B common stock that are then-owned of record by EMC LLC and entitled to vote in favor of the merger agreement proposal, and against any competing transaction. EMC LLC is the holder of record of 131,306,110 shares of Class B common stock representing 74.8% of the outstanding shares of Class B common stock as of October 15, 2019. See the section entitled "Consent and Support Agreement."

Q:

What happens if I do not return a proxy card or otherwise vote?

A:

The failure to return your proxy card or to otherwise vote will have the same effect as voting against the merger agreement proposal, but it will have no effect on the proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement (such proposal, the "adjournment proposal"). A vote to abstain will have the same effect as voting against the merger agreement proposal and against the adjournment proposal.

Q:

How do I vote?

A:

If you are a stockholder of record, you may vote in person at the special meeting by ballot, vote by proxy using the enclosed proxy card, vote by proxy over the telephone, or vote by proxy over the Internet. If you vote by proxy, your shares will be voted as you specify on the proxy card, over the telephone or over the Internet. Whether or not you plan to attend the meeting, Pivotal urges you to vote by proxy to ensure your vote is counted. You may still attend the special meeting and vote in person by ballot if you have already voted by proxy.

•: To vote over the Internet, go to the web address located on the enclosed proxy card to complete an electronic proxy card. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by [·], Pacific Time, on [·], 2019 to be counted.
•: To vote over the telephone, dial the toll-free telephone number located on the enclosed proxy card using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by [·], Pacific Time, on [·], 2019 to be counted.
•: To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed return envelope. If you return your signed proxy card to Pivotal before the special meeting, Pivotal will vote your shares as you direct on the signed proxy card.

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•

To vote in person and be admitted to the special meeting, you will be required to present (1) a valid form of government-issued photo identification, such as a driver's license or passport, and (2) proof of ownership of Pivotal stock on the record date, such as a brokerage statement or letter from a bank or broker indicating ownership on the record date, a proxy card or legal proxy. If your shares are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from such bank, broker or other nominee to be able to vote at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this legal proxy from the holder of record. A ballot will then be provided to you upon arrival.

If your shares of common stock are held in "street name" by your broker, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Pivotal. Your broker will vote your shares only if you provide instructions to your broker on how to vote. You should instruct your broker to vote your shares, following the procedures provided by your broker. Without such instructions, your shares will not be voted, which will have the same effect as voting against the merger agreement proposal. See "The Special Meeting of Pivotal's Stockholders—Voting by Proxy."

Pivotal provides Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Q:

What does it mean if I receive more than one set of materials?

A:

This means you own shares of the common stock that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return each of the proxy cards that you receive, or vote all of your shares over the telephone or over the Internet in accordance with the instructions above in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope and control number(s); if you vote by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card, and if you vote by telephone or over the Internet, use the control number(s) on each proxy card.

Q:

May I vote in person?

A:

If you are the stockholder of record of shares of Pivotal common stock, you have the right to vote in person by ballot at the special meeting with respect to those shares.

If you are the beneficial owner of shares of Pivotal common stock, you are invited to attend the special meeting. In order to be admitted to the special meeting, you will be required to present (1) a valid form of government-issued photo identification, such as a driver's license or passport, and (2) proof of ownership of Pivotal common stock on the record date. However, if your shares of common stock are held in "street name," you may not vote these shares in person at the special meeting unless you obtain a legal proxy from your broker, bank or nominee giving you the right to vote the shares at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this legal proxy from your broker, bank or nominee.

Even if you plan to attend the special meeting as a stockholder of record, we recommend that you also submit your proxy card or voting instructions as described in the above Q&A entitled "How do I vote?" so that your vote will be counted if you later decide not to attend the special meeting.

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Q:: Am I entitled to appraisal rights?
A:: Under Section 262 of the DGCL, stockholders will be entitled to dissent and to seek appraisal for their shares only if certain criteria are satisfied. See the section entitled "Appraisal Rights" and Annex E of this proxy statement.
Q:: Is the merger expected to be taxable to owners of the Class A common stock?
A:: In general, your receipt of the cash consideration for each of your shares of the Class A common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under state, local or non-U.S. income or other tax laws. You should read the section entitled "Special Factors—Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor on the tax consequences of the merger in light of your particular circumstances.
Q:: When do you expect the merger to be completed?
A:: Pivotal and VMware are working to complete the merger as quickly as possible after the special meeting. Pivotal anticipates that the merger will be completed in the second half of Pivotal's fiscal year ending January 31, 2020. In order to complete the merger, we must obtain the required stockholder approvals, and a number of other closing conditions under the merger agreement must be satisfied or waived. See "The Merger Agreement—Conditions to Completion of the Merger."
Q:: Should I send in my stock certificates now?
A:: No. At or about the date of completion of the merger, if you hold certificated shares, you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to VMware's paying agent in order to receive the Class A merger consideration. You should use the letter of transmittal to exchange stock certificates for the Class A merger consideration to which you are entitled as a result of the merger. DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY.

If you own shares of the common stock that are held in "street name" by your broker, you will receive instructions from your broker as to how to surrender your "street name" shares and receive cash for those shares following the completion of the merger.
Q:: Who can help answer my questions?
A:: The information provided above in the Q&A format is for your convenience only and is merely a summary of some of the information in this proxy statement. You should carefully read the entire proxy statement, including its annexes and the documents incorporated herein by reference. If you would like additional copies of this proxy statement, without charge, or if you have questions about the merger, including the procedures for voting your shares, you should contact Pivotal's proxy solicitation agent:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders: (877) 456-3422
Banks and Brokers: (212) 750-5833

You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the merger, the merger agreement or other matters discussed in this proxy statement.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of each of Pivotal and VMware, the expected completion and timing of the merger and other information relating to the merger. The safe harbor provisions in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which may be referenced in the periodic reports incorporated by reference into this proxy statement do not apply to any forward-looking statements made in connection with the merger. There are forward-looking statements throughout this proxy statement, including, among others, under the headings "Summary Term Sheet," "Questions and Answers about the Special Meeting and Merger," "Special Factors—Plans for Pivotal After the Merger," "Special Factors—Certain Effects of the Merger," "Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger," "Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)," "Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)," "Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)," "Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)," "Special Factors—Financial Projections," "Special Factors—Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor—VMware Prepared Pivotal Pro Forma Projections," "Special Factors—Purposes and Reasons of the Buyer Group for the Merger," "Special Factors—Position of the Buyer Group as to the Fairness of the Merger," "Special Factors—Sources and Amounts of Funds or other Consideration; Expenses," "Special Factors—Accounting Treatment of the Merger," and "The Merger Agreement," and in statements containing the words "believes," "expects," "anticipates," "intends," "estimates" or other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. There can be no assurances that the actual results or developments described in such forward-looking statements will be realized, or even if realized, that they will have the expected effects on the business or operations of each of Pivotal and VMware. These forward-looking statements speak only as of the date on which the statements were made. Pivotal undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this proxy statement, except as required by law. In addition to other factors and matters contained or incorporated in this document, the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•: the inability to complete timely, if at all, the merger due to the failure to obtain stockholder approval or failure to satisfy the other conditions precedent to the completion of the merger;
•: the financial performance of Pivotal through the completion of the merger;
•: volatility in the stock markets;
•: competitive pressures in the markets in which Pivotal competes;
•: use and protection of intellectual property;
•: the loss of key employees;
•: general economic conditions;
•: risk that the proposed merger disrupts Pivotal's current operations;
•: risk that the merger agreement may be terminated in circumstances that require us to pay VMware a termination fee of $95.0 million;

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•: the outcome of any legal proceedings that may be instituted against us and others related to the merger;
•: the effect of the announcement or pendency of the merger on Pivotal's business relationships, operating results and business generally; and
•: other factors that are described from time to time in Pivotal's periodic filings with the SEC. See the section entitled "Where You Can Find More Information" for documents incorporated by reference into this proxy statement.

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THE PARTIES TO THE MERGER

Pivotal Software, Inc.

Pivotal Software, Inc. provides a leading cloud-native platform that makes software development and IT operations a strategic advantage for its customers. Pivotal's cloud-native platform, PCF, accelerates and streamlines software development by reducing the complexity of building, deploying and operating new cloud-native applications and modernizing legacy applications. This enables Pivotal's customers' development and IT operations teams to spend more time writing code, waste less time on mundane tasks and focus on activities that drive business value—building and deploying great software. PCF customers can accelerate their adoption of a modern software development process and their business success using Pivotal's platform through its complementary strategic services, Pivotal Labs. Enterprises across industries have adopted Pivotal's platform to build, deploy and operate software, including enterprises in the automotive and transportation, industrial and business services, financial services, healthcare and insurance, technology and media, consumer and communications and government sectors. Pivotal's executive offices are located at 875 Howard Street, Fifth Floor, San Francisco, California 94103. Pivotal's telephone number is (415) 777-4868. For additional information about Pivotal, see "Important Information About Pivotal Software, Inc."

VMware, Inc.

VMware, Inc. originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware. IT driven innovation continues to disrupt markets and industries. Technologies emerge faster than organizations can absorb, creating increasingly complex environments. IT is working at an accelerated pace to harness new technologies, platforms and cloud models, ultimately guiding their business through a digital transformation. To take on these challenges, VMware is working with customers in the areas of hybrid cloud, multi-cloud, modern applications, networking and security, and digital workspaces. VMware's software provides a flexible digital foundation to help enable customers in their digital transformations. VMware's executive offices are located at 3401 Hillview Avenue, Palo Alto, California 94304. VMware's telephone number is (650) 427-5000.

Raven Transaction Sub, Inc.

Raven Transaction Sub, Inc., which we refer to as merger sub, is a wholly owned subsidiary of VMware, whose principal executive offices are located at 3401 Hillview Avenue, Palo Alto, California 94304. Merger sub's telephone number is (650) 427-5000. Merger sub was formed solely for the purpose of facilitating VMware's acquisition of Pivotal.

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THE SPECIAL MEETING OF PIVOTAL'S STOCKHOLDERS

Time, Place and Purpose of the Special Meeting

The special meeting will be held at [·], Pacific Time, on [·], 2019, at [·]. The purpose of the special meeting is to consider and vote on the proposal to adopt and approve the merger agreement and the proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement. After due and careful discussion and consideration, and upon the recommendation of the Pivotal Special Committee, the Pivotal Board and its independent and disinterested directors, unanimously among those voting, (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. Accordingly, the Pivotal Special Committee recommends and the Pivotal Board (having received the unanimous recommendation of the Pivotal Special Committee) recommends a vote "FOR" the adoption and approval of the merger agreement and "FOR" the proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies.

Who Can Vote at the Special Meeting

Quorum for the Special Meeting

Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum and any adjournment or postponement of the special meeting, unless the holder is present solely to object to the special meeting. In addition, broker non-votes (shares held by banks, brokerage firms or nominees that are present in person or by proxy at the special meeting but with respect to which the broker or other stockholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), if any, will be counted as present for purposes of establishing a quorum. Votes FOR and AGAINST and abstentions will be counted for purposes of determining the presence of a quorum. However, if a new record date is set for an adjourned meeting, a new quorum will have to be established.

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Votes Required

Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock and (iv) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

Failure to submit a proxy or to vote in person by ballot will have the same effect as a vote AGAINST the merger agreement proposal, but it will have no effect on the adjournment proposal. A vote to abstain will have the same effect as voting against the merger agreement proposal and a vote against the adjournment proposal.

If your shares of common stock are held in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions form you will receive from your bank, broker or other nominee. Under applicable regulations, brokers who hold shares in "street name" for customers may not exercise their voting discretion with respect to nonroutine matters such as the approval of the merger agreement proposal. As a result, if you do not instruct your broker to vote your shares of common stock, your shares will not be voted, which will have the same effect as voting against the merger agreement proposal.

Approval of the adjournment proposal will require the affirmative vote of a majority of the combined voting power of the shares of common stock present at the special meeting represented in person or by proxy at the special meeting.

Voting by Proxy

This proxy statement is being sent to you on behalf of the Pivotal Board for the purpose of requesting that you allow your shares of common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of common stock represented at the special meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you sign and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Pivotal Board. The Pivotal Board recommends a vote FOR the adoption and approval of the merger agreement and FOR the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies.

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either advise Pivotal's Secretary in writing, deliver a proxy dated after the date of the proxy you wish to revoke, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not by itself constitute revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions provided by your broker to change those instructions.

Householding

Certain Pivotal stockholders who share an address and have consented, or been deemed by law to have consented, to receipt of a single notice are being delivered only one copy of this proxy statement unless Pivotal or one of its mailing agents has received contrary instructions from such stockholders.

Upon the written request of a Pivotal stockholder at a shared address to which a single copy of this proxy statement was delivered, Pivotal will promptly deliver a separate copy of such document to the requesting stockholder. Written requests can be addressed to Pivotal Software, Inc., Attn: Investor Relations, 875 Howard Street, Fifth Floor, San Francisco, California 94103 or emailed to Pivotal's

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Investor Relations at ir@pivotal.io. Stockholders may also call Pivotal's Investor Relations at (415) 777-4868.

Pivotal stockholders sharing an address who are receiving multiple copies of Pivotal's notice of internet availability of proxy materials and/or proxy statements and annual reports may request delivery of a single copy of such documents by emailing Pivotal at the address above.

Solicitation of Proxies

Pivotal has engaged Innisfree M&A Incorporated ("Innisfree") to assist in the solicitation of proxies for the special meeting and will pay Innisfree a fee of approximately $45,000, plus reimbursement of out-of-pocket expenses. The address of Innisfree is 501 Madison Avenue, 20th Floor, New York, NY 10022. You can call Innisfree toll-free at (877) 456-3422 or collect at (212) 750-5833.

In addition to soliciting proxies by mail, directors, officers and employees of Pivotal, VMware and Dell may solicit proxies personally and by telephone, email or otherwise. None of these persons will receive additional or special compensation for soliciting proxies.

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SPECIAL FACTORS

The discussion of the merger in this proxy statement is qualified by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the merger agreement carefully.

Background of the Merger

As part of Pivotal's strategic planning process, the Pivotal Board regularly reviews and discusses with senior management the company's performance, business strategy, prospects for growth and competitive position in the industry in which it operates. In addition, the Pivotal Board and senior management regularly review and evaluate various strategic alternatives, including acquisitions, dispositions, major commercial partnerships and other strategic transactions, as part of ongoing efforts to strengthen the company's overall business and enhance stockholder value.

Pivotal was formed in April 2013 by EMC Corporation, now an indirectly wholly owned subsidiary of Dell, and VMware, now a majority-owned subsidiary of EMC Corporation. Since Pivotal's inception and through October 15, 2019, EMC Corporation has beneficially owned a majority of Pivotal's stock. As of October 15, 2019, Dell beneficially owned 175,514,272 shares of Class B common stock, including 44,208,162 shares of Class B common stock held directly by VMware, which in the aggregate represent approximately 62.6% of Pivotal's outstanding common stock (including the 15.8% of Pivotal's outstanding common stock held directly by VMware) and approximately 94.4% of the combined voting power of both classes of Pivotal's outstanding common stock. Dell is also a controlling stockholder of VMware, beneficially owning all of the outstanding VMware Class B common stock and 30,678,605 shares, or approximately 28.1% of the outstanding VMware Class A common stock, representing in the aggregate approximately 97.5% of the combined voting power of both classes of VMware's common stock and approximately 80.8% of the total outstanding common stock of VMware, in each case as of October 15, 2019. Michael S. Dell is the Chairman and CEO of Dell, a member of the Pivotal Board and the VMware Board, respectively, and, as of October 15, 2019, was the beneficial owner of Dell common stock representing a majority of the total voting power of the outstanding shares of capital stock of Dell.

Pivotal is headquartered in San Francisco with additional locations across the globe. Pivotal provides a cloud-native software development platform and complementary tools and strategic services. Pivotal provides its platform, tools and services for companies across many industries, including media, retail, government, technology and telecommunications. On April 20, 2018, Pivotal priced its initial public offering at $15.00 per share of Class A common stock.

Since Pivotal's initial public offering, the Pivotal Board has continued to consider and implement actions to enhance stockholder value. In the course of Pivotal's strategic planning process, representatives of Pivotal have, in the ordinary course and from time to time, discussed with various companies in the software and technology industries potential commercial relationships that might expand their respective businesses, improve their respective customer offerings and create value for Pivotal stockholders.

Pivotal's commercial and go-to-market relationships with EMC Corporation, Dell and VMware have historically been key components of Pivotal's potential growth and future prospects, which the Pivotal Board and Pivotal management have regularly monitored and evaluated. In particular, Pivotal and VMware have had a commercial relationship that included resale of Pivotal's products and other strategic initiatives. In December 2017, Pivotal and VMware began to jointly engineer, develop and market a software container technology called Pivotal Container Service ("PKS") that launched in early 2018. In early 2019, Pivotal and VMware were discussing how to streamline and improve on this joint PKS initiative.

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VMware has reviewed its investment in Pivotal on a continuing basis, both prior to and following the initial public offering of Pivotal common stock, and from time to time has undertaken analyses regarding Pivotal's business, financial condition, operating results and prospects in order to evaluate business opportunities and potential strategic transactions available to VMware. During the first half of 2017 there were discussions among the principals of VMware and Pivotal about a possible transaction, and a non-disclosure agreement was executed by the parties in January 2017. VMware requested certain due diligence information from Pivotal and representatives of Pivotal met with representatives of VMware to discuss these requests. Pivotal also provided due diligence information to VMware in an electronic data room. In June 2017, the VMware Board of Directors (the "VMware Board") formed a transaction committee comprised of independent and disinterested directors to review and evaluate a potential transaction involving the acquisition of all of the shares of capital stock of Pivotal not already owned by VMware. The VMware transaction committee completed its work without making a proposal to Pivotal or its then-current stockholders in July 2017.

Pivotal began working toward an initial public offering in the second half of 2017. The company submitted a draft registration statement to the SEC in December 2017, and the IPO was completed in April 2018.

In December 2018 and January 2019, Patrick Gelsinger, CEO of VMware, had preliminary discussions with Mr. Dell and certain other members of the VMware Board regarding a potential strategic transaction involving Pivotal and, in light of Dell's controlling ownership interest in both Pivotal and VMware, requested that the VMware Board consider forming a special committee of independent and disinterested directors to review and evaluate such a transaction.

On January 18, 2019, Robert Mee, the CEO of Pivotal, had a telephone conversation with Mr. Dell and Paul Maritz, the Chairman of the Pivotal Board, at the request of Mr. Dell, to discuss various commercial matters involving Pivotal, Dell and VMware. During this call, Mr. Dell informed Mr. Mee that VMware might be interested in exploring an acquisition of Pivotal. Mr. Dell indicated that in light of his interest in Dell, and Dell's controlling ownership interest in both Pivotal and VMware, a process would likely need to be put in place so that the two subsidiaries could independently consider such a transaction. He further indicated that, while he saw potential value for all stakeholders in such a transaction, he felt it was best for Mr. Mee and Mr. Gelsinger to discuss the matter, and, if there was any interest, to bring the matter to their respective board of directors for further discussion and evaluation.

On January 22, 2019, Mr. Mee met with Mr. Gelsinger, who expressed interest in beginning to explore a potential acquisition of Pivotal and indicated that VMware would seek to conduct preliminary business due diligence and assess the strategic rationale for such an acquisition.

On January 28, 2019, Mr. Gelsinger emailed Mr. Mee about a preliminary business due diligence request. Over the course of the following weeks, VMware and Pivotal management had preliminary communications regarding potential due diligence.

On February 1, 2019, the VMware Board met and members of VMware management discussed with the VMware Board a potential strategic transaction regarding Pivotal and the potential strategic benefits underlying such a transaction and considerations to be investigated. The VMware Board unanimously resolved to establish the VMware Special Committee, comprised of Karen Dykstra, Michael Brown and Paul Sagan, each of whom the VMware Board determined to be independent and disinterested directors. The VMware Board delegated to the VMware Special Committee the plenary power and authority, among other responsibilities, to negotiate, evaluate and recommend to the VMware Board what action, if any, should be taken by the VMware Board with respect to any potential transaction with Pivotal and to retain its own legal and financial advisors separate from Wilson Sonsini Goodrich and Rosati P.C. ("Wilson Sonsini") and JPMorgan Chase & Co. ("JPMorgan"), legal and financial advisors to VMware, respectively, which had each been engaged by

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VMware for a variety of corporate and transactional matters, including but not limited to advising on the potential transaction with Pivotal. The VMware Board also unanimously resolved that it would not authorize, approve or proceed with any business combination involving Pivotal without the prior approval of the VMware Special Committee. The rest of the members of the VMware Board (other than Messrs. Dell, Durban and Gelsinger) were invited to participate in all meetings of the VMware Special Committee.

At a telephonic meeting of the VMware Special Committee on February 1, 2019, representatives of Gibson, Dunn & Crutcher, LLP ("Gibson Dunn") reviewed with the members of the VMware Special Committee the VMware Special Committee's mandate and their fiduciary duties in the context of evaluating a potential transaction with Pivotal. Representatives of Gibson Dunn and Lazard provided the VMware Special Committee with disclosure on their relationships with Dell and Silver Lake Partners ("Silver Lake"), a shareholder of Dell. The VMware Special Committee then engaged Gibson Dunn as its independent legal advisor and Lazard as its independent financial advisor.

Following the formation of the VMware Special Committee, Zane Rowe, the Chief Financial Officer of VMware and a member of the Pivotal Board, informed Pivotal that he would be recusing himself from further meetings of the Pivotal Board and did not attend any further meetings of the Pivotal Board up to and including the meeting where the acquisition of Pivotal by VMware was approved.

On March 7, 2019, Pivotal and VMware executed a mutual confidentiality agreement in connection with a potential transaction. During the following week, VMware and Pivotal management communicated about business due diligence.

Between March 7, 2019 and May 9, 2019, the VMware Special Committee met several times (on each of March 7, March 14, March 22, April 4, April 9, April 18, April 25, May 3 and May 9, 2019), and discussed, among other things, preliminary business due diligence and the evaluation of the strategic rationale for a potential transaction with Pivotal, including that the VMware Special Committee intended that any proposal made to Pivotal would include a non-waivable condition that the transaction be approved by (i) a special committee of independent Pivotal directors and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. The VMware Special Committee also discussed various other potential transactions, including certain potential transactions involving Dell. Representatives of Gibson Dunn attended all such meetings and representatives of Lazard and the VMware management team attended portions of a number of such meetings at the request of the VMware Special Committee.

On March 14, 2019, Pivotal announced its earnings for its fourth quarter and full fiscal year 2019 ended February 1, 2019. Pivotal also provided revenue and earnings guidance for the first fiscal quarter of 2020 and the full fiscal year 2020.

On March 15, 2019, the Pivotal Board met to discuss, among other things, a potential transaction between Pivotal and VMware. Mr. Maritz discussed that VMware had expressed interest in a potential acquisition of Pivotal and the VMware Board had formed a special committee to consider the potential acquisition but had not yet made an offer. During the meeting, a representative of Davis Polk & Wardwell LLP ("Davis Polk"), external legal counsel to Pivotal, provided the Pivotal Board with an overview of the procedures, process and duties of directors under applicable law in connection with a potential transaction, including various approaches taken by boards of directors when considering similar transactions, the desirability of establishing a committee of disinterested, independent directors to evaluate the potential transaction given the inherent conflicts of interest that could arise from the involvement of Dell in a potential transaction as a result of Dell's controlling ownership interest in both Pivotal and VMware, potentially applicable standards of judicial review of an acquisition transaction and the benefits of a vote of the holders of a majority of the Pivotal capital stock unaffiliated with Dell and VMware (i.e., a majority of the minority vote). At the meeting, the Pivotal Board formed a special committee to review and potentially negotiate the potential transaction,

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consisting of directors who were independent of and unaffiliated with Dell and its affiliates, disinterested with respect to a potential acquisition of Pivotal by VMware and were not members of the management of Pivotal or any of its subsidiaries. After discussing the various qualifications of the members of the Pivotal Board to serve on such a special committee, including whether certain directors were sufficiently independent and disinterested for purposes of serving on the special committee, the Pivotal Board resolved to form the Pivotal Special Committee, consisting of two disinterested, independent directors, Madelyn Lankton and Marcy Klevorn, to evaluate and, if appropriate, negotiate a potential transaction (or any other alternative transaction) on behalf of Pivotal. The Pivotal Special Committee was empowered, among other things, to elect not to pursue a potential transaction. The Pivotal Board's authority to approve or recommend, or to enter into or consummate, a potential transaction was conditioned upon the receipt of the Pivotal Special Committee's prior favorable recommendation of such transaction. The Pivotal Board also passed resolutions to fully empower the Pivotal Special Committee's review and negotiation of a potential transaction (or any other alternative transaction) at this meeting. The Pivotal Special Committee was also authorized to hire its own independent legal and financial advisors.

Shortly following the Pivotal Board meeting that same day on March 15, 2019, the Pivotal Special Committee met for its first meeting. The Pivotal Special Committee met with Latham & Watkins LLP ("Latham & Watkins"). Representatives of Latham & Watkins explained to the Pivotal Special Committee that it could select any legal and financial advisors of its choosing subject to checking for conflicts with VMware, Dell or Dell related entities. Following discussion, the Pivotal Special Committee approved the engagement of Latham & Watkins as its independent legal advisor. Representatives of Latham & Watkins then provided an overview to the Pivotal Special Committee of its fiduciary duties and responsibilities in connection with evaluating a potential transaction. Following further discussion, the Pivotal Special Committee approved the engagement of Morgan Stanley as its financial advisor, subject to the negotiation of a customary engagement letter on terms discussed by the Pivotal Special Committee. The Pivotal Special Committee selected Morgan Stanley because of its familiarity with Pivotal, including through its experience as an underwriter for Pivotal's initial public offering and expertise in Pivotal's industry. The Pivotal Special Committee also noted that Morgan Stanley had substantial experience with transactions such as the potential transaction. The Pivotal Special Committee also discussed that Morgan Stanley had prior relationships with Pivotal, VMware and Dell, and determined that these relationships did not create a conflict of interest with respect to a potential transaction. During the meeting, the Pivotal Special Committee approved providing VMware with certain preliminary business due diligence information in order to progress discussions regarding a potential transaction.

From March 19 to March 28, 2019, due diligence meetings were held at VMware's headquarters in Palo Alto, California and by video conference. These meetings included representatives of Pivotal's and VMware's management, as well as representatives of Morgan Stanley (financial advisor to the Pivotal Special Committee) and Lazard (financial advisor to the VMware Special Committee).

On March 20, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the due diligence process for a potential transaction.

Pivotal assembled an online data room for purposes of the due diligence review process and provided access to VMware representatives. The due diligence information provided to VMware at this stage primarily related to business diligence matters such as research and development ("R&D"), services and go-to-market strategy, financials and human resources.

On March 22, 2019, the Pivotal Board held a meeting during which it approved Pivotal's financial plan and budget for fiscal year 2020, the substance of which had been previewed in draft form with the

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Pivotal Board during a Pivotal Board meeting on January 28, 2019 and reviewed certain management projections described under "—Financial Projections."

On March 29, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the current status of the due diligence process being conducted by VMware, including next steps and outstanding due diligence requests by VMware. The Pivotal Special Committee considered whether other companies might have an interest in a potential acquisition of Pivotal, although it was cognizant of the risks inherent in a wider sale process, including the possibility of an information leak that Pivotal was considering a sale, and that Dell had the ability to prevent any alternative transaction from being consummated. At this meeting, the Pivotal Special Committee also approved the use of the Initial Outlook (as defined in the section entitled "—Financial Projections") in Morgan Stanley's analysis of the potential transaction.

On April 2, 2019, Mr. Gelsinger emailed Mr. Mee regarding scheduling a meeting to discuss a potential transaction.

On April 5, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to continue to discuss the status of due diligence and discussions with VMware regarding a potential transaction. During the meeting, the Pivotal Special Committee discussed potential ways of progressing discussions in relation to a potential transaction. They also discussed other companies that might have an interest in a potential transaction with Pivotal, considering whether other companies would have the desire and capacity to pursue a potential acquisition of Pivotal. The Pivotal Special Committee discussed Pivotal's governance structure and that such other companies that might otherwise be interested may also take into account that Pivotal had a controlling stockholder. The Pivotal Special Committee noted that any market check could result in public leaks of a potential transaction, which could also have an adverse impact on, among other things, customer and partner relationships and employee retention, as well as the ongoing negotiations with VMware. The Pivotal Special Committee ultimately determined not to contact other companies at that time regarding a potential acquisition of Pivotal.

On April 8, 2019, Mr. Mee suggested to the Pivotal Special Committee that he meet with Mr. Gelsinger and the Pivotal Special Committee agreed.

On April 9, 2019, the Pivotal Board held a meeting at which members of the Pivotal Special Committee provided an update on the current status of discussions between Pivotal and VMware, including VMware's progress on conducting due diligence on Pivotal.

On April 9, 2019, the VMware Board held a regularly scheduled meeting at which VMware management presented to the VMware Board on various potential transactions, including with Dell, and the VMware Board received an update on the preliminary due diligence being conducted on Pivotal.

On April 10, 2019, Mr. Mee and Mr. Gelsinger met for dinner in San Francisco, California. Mr. Gelsinger noted that due diligence was progressing, but VMware was also working on other matters. At that time, the VMware Special Committee had not yet decided whether or not to make an offer to acquire Pivotal.

On April 12, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which VMware's due diligence process was discussed, as well as next steps in connection with a potential transaction. Also during this meeting, Mr. Mee provided an update to the Pivotal Special Committee on his discussions with Mr. Gelsinger, noting in particular that VMware remained interested in the potential transaction, but that it did not appear that VMware would submit a proposal in the near-term. The Pivotal Special Committee continued to consider whether other companies might have an interest in a potential

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acquisition of Pivotal, though continued to be cognizant of the risks and dynamics inherent in a wider sale process.

On April 19, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss process and next steps that would be expected if and when VMware made a proposal for a potential transaction.

On June 4, 2019, Pivotal's first quarter fiscal year 2020 earnings call took place, during which representatives of Pivotal, including Mr. Mee and Cynthia Gaylor, the Chief Financial Officer of Pivotal, discussed Pivotal's performance and outlook for the remainder of the fiscal year. Pivotal lowered full year guidance due to sales execution issues and increasing complexity in the technology landscape which drove lower than expected revenue, deferred revenue and certain other metrics. The trading price of Pivotal's common stock declined from a closing price of $18.54 on June 4, 2019 (the day on which the earnings call occurred after the close of regular market trading hours) to a closing price of $10.89 on June 5, 2019 (the day following the earnings call).

On June 13, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Lazard, Gibson Dunn and Wilson Sonsini to discuss, among other things, Pivotal's first quarter fiscal year 2020 financial results that were announced on June 4, 2019 and the status of business due diligence. During the meeting, VMware management noted that VMware was continuing to work on the financial model for Pivotal and develop the business plan for integrating Pivotal in the event of a transaction.

On June 25, 2019, the Pivotal Board held a regularly scheduled meeting at which the Pivotal Special Committee provided an update on discussions with VMware. Among other things, Pivotal management also discussed with the Pivotal Board the Revised Outlook (as defined in the section entitled "—Financial Projections") based on the performance to date and the outlook for Pivotal at the time.

On June 25, 2019, the VMware Board held a regularly scheduled meeting at which VMware management presented to the VMware Board on various potential transactions, including with Dell. The VMware Board determined that the VMware Special Committee should continue, together with VMware management, its review and evaluation of a potential transaction involving Pivotal.

On the same date, the VMware Special Committee met with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, VMware management's views on the strategic importance of acquiring Pivotal and management's preliminary views on Pivotal's financial projections as part of VMware. Upon consideration of VMware management's recommendation, the VMware Special Committee requested that VMware management conduct a more thorough due diligence review of Pivotal, together with advisors, with a view to providing a readout to the VMware Special Committee by July 25, 2019. At this meeting, the VMware Special Committee requested that Ms. Dykstra reach out to the chair of the Pivotal Special Committee to open a channel of communication.

On June 27, 2019, Ms. Dykstra called Ms. Lankton for an introduction, noting that business due diligence was progressing but the VMware Special Committee had not yet decided whether to make an offer to acquire Pivotal. The next day, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, during which Ms. Lankton recounted her conversation with Ms. Dykstra. Members of the Pivotal Special Committee and its representatives discussed the call and possible next steps.

On July 3, 2019, Lazard sent an additional list of diligence requests to representatives of Morgan Stanley. On July 12, 2019, representatives of Morgan Stanley returned Pivotal's responses to Lazard's requests.

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On each of July 11, 2019 and July 18, 2019, the VMware Special Committee met with representatives of Lazard and Gibson Dunn to further discuss, among other things, a potential acquisition of Pivotal.

On July 15, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of the potential transaction, specifically in connection with VMware's due diligence requests and progress to date. After discussion, the Pivotal Special Committee determined not to contact other companies that might have an interest in acquiring Pivotal at that time.

Over the course of the following week, there were several exchanges between the parties and their advisors about the due diligence requests, requests for clarification and prioritization. Pivotal responded to the VMware due diligence requests and additional due diligence meetings were held on July 19, 2019 to address the follow-up questions from VMware. Due diligence continued throughout the process.

On July 25, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, management's further refined views regarding the strategic rationale for acquiring Pivotal and the associated considerations thereof. Gibson Dunn again reviewed with the members of the VMware Special Committee their fiduciary duties in the context of evaluating a potential transaction with Pivotal and further discussed VMware's intention that any transaction would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. Representatives of Lazard discussed key observations and takeaways from due diligence to date and a preliminary financial analysis of Pivotal. During the course of such discussion, the VMware Special Committee discussed potential structures for the acquisition of Pivotal, including a cash premium acquisition for the shares of Class A common stock and an exchange of shares of Class B common stock held by Dell for shares of VMware Class B common stock using an exchange ratio based upon the unaffected market price of the Class A common stock and VMware's Class A common stock.

On July 29, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of due diligence regarding the potential transaction. Representatives of Pivotal management provided an update on the status of VMware's due diligence, noting that the preliminary due diligence process was substantially complete. The Pivotal Special Committee again discussed and determined not to contact other companies that might have an interest in acquiring Pivotal based on its consideration of the risk and dynamics inherent in a wider sale process, noting instead that if an agreement were reached with VMware, the Pivotal Special Committee would request including a "go-shop" provision such that Pivotal could solicit interest from other potential acquirers following entry into a definitive agreement with VMware.

On July 30, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, a potential integration and organizational approach with respect to Pivotal in order to align research and development teams, as well as sales, marketing and services to minimize business disruption and ensure an accelerated value capture from synergies through one go-to-market approach. The VMware Special Committee also discussed with VMware management a communications plan to educate key stakeholders on the benefits of a Pivotal transaction to VMware and its stockholders and to engage, align and inspire employees. In connection with such discussion, VMware management outlined the confirmatory due diligence that would need to be completed as well as a potential timeline to completion should the VMware Special Committee choose to move forward with a Pivotal transaction and make an offer to Pivotal. Representatives of Lazard discussed a preliminary financial analysis of Pivotal focusing on potential initial offer prices for the shares of Class A common stock, assuming an

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exchange of shares of Class B common stock held by Dell for shares of VMware Class B common stock using an exchange ratio based upon the unaffected market price of the Class A common stock and VMware's Class A common stock and the corresponding premium associated with such offer prices and implied enterprise values. Following discussion, the VMware Special Committee determined to offer $13.75 in cash per share of Class A common stock to the Pivotal Special Committee. Representatives of Gibson Dunn discussed with the VMware Special Committee the potential key terms of a Pivotal transaction. Representatives of Gibson Dunn also discussed with the VMware Special Committee that pursuant to the listing rules of the NYSE, approval of VMware's stockholders would be required if more than one percent of VMware's outstanding shares were issued to Dell in the potential transaction, and it would need to be determined whether to request that such vote be obtained from the holders of a majority of the outstanding VMware common stock unaffiliated with Dell and its affiliates (i.e., a VMware majority of the minority vote). The VMware Special Committee also discussed, among other things, its intention that any initial proposal to Pivotal would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. The VMware Special Committee determined that in light of Pivotal's prior quarter financial results it would be important to receive an update on Pivotal's second financial quarter, which would end shortly before delivering any offer.

On July 31, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of the potential transaction. The members of the Pivotal Special Committee, the representatives of Pivotal management and representatives of Morgan Stanley in attendance discussed Pivotal's business as well as the competitive landscape. Following this discussion, the Pivotal Special Committee discussed the potential timeline of a potential transaction. In addition, representatives of Morgan Stanley and the Pivotal Special Committee discussed the Revised Outlook. Morgan Stanley also discussed its preliminary financial analyses of the transaction as well as Wall Street research analyst perspectives on Pivotal's future financial results and share price. The Pivotal Special Committee approved the Revised Outlook and certain extrapolations of the Revised Outlook prepared by Morgan Stanley (and reviewed by Pivotal management) for use in Morgan Stanley's analysis of the potential transaction and for preparation of Morgan Stanley's opinion, as described in more detail in the section entitled "—Financial Projections."

On August 1, 2019, Lazard informed representatives of Morgan Stanley that VMware would likely be in a position to submit an initial offer for the shares of Class A common stock with respect to a potential transaction by the end of the week, subject to receipt of a few additional due diligence items, including a preliminary forecast of certain of Pivotal's financial results for the second fiscal quarter of 2020, which Pivotal provided.

On August 2, 2019, the VMware Board held a meeting with representatives of VMware management, Gibson Dunn, Wilson Sonsini, Lazard and JPMorgan. During the meeting, the Chair of the VMware Special Committee provided an update to the VMware Board noting that subject to receipt of certain financial information, the VMware Special Committee was preparing to make an offer to the Pivotal Special Committee to acquire all of the outstanding shares of Class A common stock for cash at a premium to the current market price and further discussed the VMware Special Committee's intention that any transaction would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal common stock unaffiliated with Dell and VMware.

On August 4, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn to discuss the due diligence information received regarding Pivotal's second financial quarter. Representatives of Lazard noted that Pivotal expected to achieve or exceed the preliminary forecast of Pivotal's revenue for the second fiscal quarter of 2020. The VMware Special Committee

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then discussed conveying the initial offer of $13.75 in cash per share of Class A common stock to Pivotal's Special Committee and noted the importance of conveying that: (1) the merger would be predicated on the affirmative vote by the holders of a majority of Pivotal common stock unaffiliated with Dell and VMware, which condition was non-waivable, (2) the offer would be contingent on Dell's acceptance of a support agreement regarding the conversion of the shares of Class B common stock held by Dell for shares of VMware, the details of which had not yet been negotiated but such conversion would be at an implied value per share less than the cash being offered to holders of the shares of Class A common stock, (3) the offer would be contingent on approval of the Pivotal Special Committee and (4) the VMware Special Committee would seek support of the transaction from Ford and a commitment to vote its shares in favor of the transaction. The VMware Special Committee determined that Ms. Dykstra should convey such offer to the Pivotal Special Committee.

On August 4, 2019, Ms. Dykstra called Ms. Lankton to relay a verbal offer of $13.75 in cash per share for the Class A common stock and the key terms thereof, including that the proposal would be subject to approval by (i) the Pivotal Special Committee and (ii) a vote of the holders of a majority of the Pivotal capital stock unaffiliated with Dell and VMware, which condition was non-waivable. Ms. Dykstra also indicated that the offer was subject to completion of due diligence.

Later on August 4, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which Ms. Lankton summarized the offer presented by Ms. Dykstra during their call.

On August 5, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the status of the potential transaction and Ms. Lankton's discussion with Ms. Dykstra. Representatives of Morgan Stanley gave a presentation during this meeting and discussed with the Pivotal Special Committee a preliminary financial analysis of VMware's offer. Representatives of Latham & Watkins then gave a presentation to the Pivotal Special Committee on its fiduciary duties and responsibilities in connection with evaluating the offer from VMware. Following those presentations, the Pivotal Special Committee discussed Pivotal's go-forward strategy in negotiations and the appropriate response to VMware's initial offer. Following discussion, the Pivotal Special Committee determined that it would not be willing to proceed with a potential transaction at the price per share of Class A common stock proposed by VMware and that Ms. Lankton should respond to Ms. Dykstra with a counter-offer of $16.50 in cash per share of Class A common stock, which would represent a 10% premium to the price per share of Class A common stock in Pivotal's initial public offering. The Pivotal Special Committee also discussed various potential contract terms as part of negotiations with VMware and determined that Pivotal should request a "go-shop" provision as part of its response to VMware.

During this time the due diligence process continued.

On August 6, 2019, Ms. Lankton communicated to Ms. Dykstra Pivotal's counter-offer of $16.50 in cash per share of Class A common stock and the request for inclusion of a "go-shop" provision in the potential merger agreement. Ms. Lankton and Ms. Dykstra also discussed process and the finalization of VMware's due diligence process. Following that conversation, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, during which Ms. Lankton provided an update on her conversation with Ms. Dykstra.

Also on August 6, 2019, the VMware Special Committee met with representatives of Lazard and Gibson Dunn to discuss Pivotal's counteroffer. Following discussion, the VMware Special Committee determined to raise its offer to $14.25 in cash per share of Class A common stock and reject the request for inclusion of a "go-shop" provision in the potential merger agreement. At the VMware Special Committee's direction, Ms. Dykstra then called Ms. Lankton and conveyed the revised offer approved by the VMware Special Committee and the VMware Special Committee's position that it would not be willing to accept a "go-shop" provision as part of the potential transaction.

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Representatives of Lazard also discussed with representatives of Morgan Stanley that the VMware Special Committee was having difficulty justifying Pivotal's counter-offer based on the financial performance and trajectory of Pivotal. Lazard requested additional due diligence information to assist the VMware Special Committee in their continued evaluation of Pivotal.

Later on August 6, the Pivotal Special Committee reconvened following receipt of the counter-offer from VMware and held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present. Representatives of Morgan Stanley conveyed the messages it received from Lazard with respect to VMware's counter-offer, noting that the VMware Special Committee was having difficulty justifying a higher price based on the financial performance and trajectory of Pivotal and had requested additional due diligence information to assist them in their continued evaluation of Pivotal. The Pivotal Special Committee and Pivotal representatives discussed a further counter-offer of $15.75 per share of Class A common stock, and also discussed the relative value of the Class A common stock to the Class B common stock. The Pivotal Special Committee agreed that Ms. Lankton would present such a counter-offer and would also continue to ask for inclusion of a "go-shop" provision in the potential merger agreement. Representatives of Latham & Watkins then provided a description of key issues expected in the merger agreement, including the amount of a termination fee in the event that Pivotal were to accept a superior proposal from another acquirer after entering into a definitive agreement with VMware. Representatives of Latham & Watkins led a discussion with the Pivotal Special Committee and its representatives about customary termination fees.

On August 7, 2019, Ms. Lankton called Ms. Dykstra to communicate Pivotal's counter-offer and again requested inclusion of a "go-shop" provision in the potential merger agreement.

Also on August 7, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn to discuss Pivotal's counteroffer. Following discussion, the VMware Special Committee asked Lazard to analyze the aggregate consideration assuming various exchange ratios that could be utilized for the exchange of shares of Class B common stock held by Dell for VMware common stock. Upon receipt of such analyses, the VMware Special Committee reconvened with representatives of Lazard and Gibson Dunn and determined that it would be prudent to begin negotiation of definitive documentation with Pivotal and its representatives on the terms discussed with representatives of Gibson Dunn and for Lazard to communicate the remaining confirmatory due diligence items for Pivotal before the VMware Special Committee communicated any counterproposal to the Pivotal Special Committee. The VMware Special Committee also requested that Lazard reach out to Goldman Sachs & Co. LLC ("Goldman Sachs"), financial advisor to Dell, to communicate that it was evaluating a proposal to acquire the shares of Class B common stock held by Dell in connection with its evaluation of an acquisition of Pivotal.

On August 7, 2019, representatives of Lazard called representatives of Goldman Sachs, financial advisor to Dell, to indicate that the VMware Special Committee was evaluating a proposal to acquire the shares of Class B common stock of Pivotal held by Dell in exchange for common stock of VMware.

Also on August 8, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn and confirmed that representatives of Lazard were authorized to communicate to Morgan Stanley that the VMware Special Committee was reviewing the Pivotal Special Committee's latest proposal but required that confirmatory due diligence materials be made available to enable that review.

Later on August 8, 2019, representatives of Morgan Stanley and Lazard held a call to discuss VMware's outstanding high-priority due diligence requests. Representatives of Lazard requested certain due diligence responses from Pivotal, noting that following receipt of such information VMware would be prepared to provide a "best and final" offer. Representatives of Lazard also noted that Gibson Dunn would be circulating an initial draft of the merger agreement to Latham & Watkins.

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The Pivotal Special Committee held a telephonic meeting on August 8, 2019, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the conversation between representatives of Morgan Stanley and Lazard earlier in the day. During the meeting, the Pivotal Special Committee discussed strategies for finishing due diligence and final price negotiations.

On August 9, 2019, Gibson Dunn sent an initial draft of the merger agreement to Latham & Watkins. Representatives of Gibson Dunn also communicated to representatives of Latham & Watkins that, upon receipt of a proposal to acquire shares of Class B common stock held by Dell, Dell may need to file an amendment to its Schedule 13D in respect of its ownership of VMware common stock, which would likely include the status of negotiations between the parties. Steps were also taken on this day by representatives of Pivotal and VMware to finalize due diligence requests and responses. The draft of the merger agreement provided, among other things, that approval of the potential acquisition would be conditioned on the approval of the holders of a majority of the outstanding Class A common stock not owned by VMware or its affiliates, including Dell and EMC Corporation, but did not provide for a "go-shop" provision. The merger agreement also included a termination fee, payable under various circumstances specified in the merger agreement, including if the merger agreement was terminated in favor of a superior proposal, but did not include an amount for such a fee.

On August 11, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn and discussed potential exchange ratios to propose to Dell regarding the exchange of shares of Class B common stock held by Dell for VMware common stock. The VMware Special Committee discussed potential exchange ratios based on volume weighted average prices of VMware common stock and Pivotal common stock across various measurement periods, as well as whether to offer Dell shares of VMware Class A common stock or VMware Class B common stock in respect of shares of Class B common stock held by Dell. Following such discussion, the VMware Special Committee determined to propose an exchange ratio of 0.0550 of a share of VMware Class A common stock for each share of Class B common stock of Pivotal owned by Dell. Representatives of Gibson Dunn reviewed with the VMware Special Committee a draft of the support agreement and discussed whether to condition the issuance of VMware common stock to Dell on the prior affirmative vote of a majority of the VMware capital stock unaffiliated with Dell and its affiliates. The VMware Special Committee noted that it would offer VMware Class A common stock and propose a majority of the minority voting condition, but noted that it may be prepared to negotiate those points with Dell in return for favorable economic terms. Following discussion, the VMware Special Committee directed representatives of Lazard, subject to final approval by the chair of the VMware Special Committee following the close of trading on August 12, 2019, to communicate the proposal to representatives of Goldman Sachs on August 13, 2019 with a draft of the proposed Dell support agreement to follow. Representatives of Lazard also provided an update on due diligence noting that Pivotal's updated expectations for its recently completed financial quarter showed revenue and operating profits higher than previously communicated.

During the week of August 12, 2019, members of Pivotal's management held a series of due diligence calls with representatives of VMware relating to various aspects of Pivotal's business, including with respect to intellectual property, litigation, commercial and employee matters. Latham & Watkins and Davis Polk conferred with the Pivotal Special Committee, representatives of Morgan Stanley and Pivotal management to revise the terms of the draft merger agreement.

On August 13, 2019, the Pivotal Special Committee executed an engagement letter with Morgan Stanley to act as its financial advisor in connection with the proposed sale of all or substantially all of the business or assets or all or a majority of the equity of Pivotal.

On August 13, 2019, following final approval of the chair of the VMware Special Committee, representatives of Lazard communicated the proposed exchange ratio of 0.0550 to representatives of Goldman Sachs and the draft support agreement was then shared with Dell. In addition,

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representatives of VMware management provided an update to representatives of Dell management on the status of negotiations between the VMware Special Committee and the Pivotal Special Committee and thereafter provided periodic updates regarding the status of the transaction through signing.

Later on August 13, 2019, the board of directors of Dell (the "Dell Board") held a telephonic meeting to discuss, among other things, a potential transaction between VMware and Pivotal, and the proposal from the VMware Special Committee received earlier that day. During this meeting, the Dell Board received an update from Dell's senior management on the status of negotiations between the VMware Special Committee and the Pivotal Special Committee. Dell's general counsel advised the Dell Board on its fiduciary duties in considering a potential transaction between two of the company's controlled subsidiaries. After this discussion, a representative of Goldman Sachs joined the meeting and provided an overview of VMware's proposal to acquire Pivotal. The Dell Board thereafter engaged in discussion with respect to the potential transaction, and following such discussion approved a resolution authorizing Dell to evaluate the proposal from VMware's Special Committee and the potential transaction between VMware and Pivotal, to engage in discussions and negotiations with VMware relating to the potential transaction, and to report back to the Dell Board for further consideration and approval before entering into any agreements with respect to the proposal or potential transaction. The Dell Board further resolved and directed Dell to file with the SEC an amendment to Dell's beneficial ownership report in VMware on Schedule 13D disclosing the proposal from VMware and that Dell was evaluating whether to support the proposed transaction in which its stockholdings in Pivotal may be exchanged for shares of VMware common stock.

On August 14, 2019, the VMware Special Committee met with representatives of VMware management, Lazard and Gibson Dunn to discuss an update on recent due diligence. Representatives of VMware management communicated that the business case for acquiring Pivotal was improved through due diligence. The VMware Special Committee also discussed a potential counterproposal to Pivotal's last proposal of $15.75 per share of Class A common stock. Following a review from Lazard of the total enterprise value attributed to Pivotal at various mixes of consideration, the VMware Special Committee approved a best and final offer of $15.00 per share of Class A common stock and authorized Lazard to communicate the proposal to Morgan Stanley.

Later on August 14, 2019, representatives of Lazard delivered the VMware Special Committee's proposal to representatives of Morgan Stanley, noting that the transaction would continue to be subject to non-waivable conditions requiring (i) the approval of the holders of a majority of the outstanding shares of Class A common stock not owned by VMware or its affiliates, including Dell and EMC Corporation, and (ii) approval of the Pivotal Special Committee. Representatives of Lazard also noted that the proposal assumed that VMware would separately negotiate the acquisition of the shares of Class B common stock in exchange for VMware common stock, at an implied price per share less than the price paid for the shares of Class A common stock.

Later that same day, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which representatives of Morgan Stanley provided an update on VMware's latest proposal. The Pivotal Special Committee determined that it would be willing to proceed with negotiating transaction documents on the basis of VMware's latest proposal, subject to understanding the economics of the exchange of shares of Class B common stock held by Dell for shares of VMware Class A common stock and directed Morgan Stanley to so inform Lazard. The Pivotal Special Committee also discussed the material issues in the draft merger agreement with its advisors. The Pivotal Special Committee again requested a "go-shop" provision such that Pivotal could solicit interest from other potential acquirers following entry into a definitive agreement with VMware.

Following the Pivotal Special Committee meeting, representatives of Morgan Stanley informed representatives of Lazard that the Pivotal Special Committee had determined that it would be willing to

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proceed with negotiating transaction documents based on VMware's proposal, subject to understanding the economics of the exchange of shares of Class B common stock held by Dell. During that conversation, Lazard informed Morgan Stanley that the VMware Special Committee intended that shares of Class B common stock held by Dell would be converted to shares of VMware Class A common stock at an exchange ratio determined based on then-prevailing market prices and had communicated such offer to Dell.

Later on August 14, 2019, Dell publicly filed an amendment to its Schedule 13D with respect to VMware, disclosing that the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00. The Schedule 13D amendment also disclosed that the VMware Special Committee made a request to Dell, in writing, that Dell exchange all of its outstanding shares of Class B common stock other than shares of Class B common stock held by VMware for shares of VMware Class A common stock. Pivotal also issued a press release on August 14, 2019 and filed a Current Report on Form 8-K on August 15, 2019 that each disclosed the potential transaction and the potential consideration per share of Class A common stock.

During the evening of August 14, 2019, Latham & Watkins circulated a revised draft of the merger agreement to Gibson Dunn with changes including, among others, the continued request for a go-shop period following the signing of the merger agreement.

On August 16, 2019, representatives of Simpson Thacher & Bartlett LLP ("Simpson Thacher"), legal counsel to Dell, delivered a revised draft of the support agreement to representatives of Gibson Dunn. The revised draft provided, among other things, that Dell would receive shares of VMware Class B common stock (as opposed to VMware Class A common stock as originally proposed by the VMware Special Committee) and that Dell, as the holder of a majority of VMware's outstanding common stock, would approve the issuance of VMware shares in an action by written consent. On the same day, representatives of Goldman Sachs communicated to representatives of Lazard a proposed exchange ratio of 0.0580 shares of VMware Class B common stock in exchange for each share of Class B common stock owned by Dell.

Between August 16, 2019 and August 21, 2019, representatives of Gibson Dunn conferred with the VMware Special Committee, representatives of Lazard and VMware management to revise the terms of the draft support agreement.

Also on August 16, 2019, Gibson Dunn circulated a draft voting agreement to representatives of Latham & Watkins, to be signed by Ford, in connection with the voting of its shares in favor of a merger at any stockholder meeting in connection with the potential transaction.

Later on August 16, 2019, Gibson Dunn circulated a revised draft of the merger agreement to Latham & Watkins, rejecting Pivotal's request for a go-shop provision and proposing instead a "window-shop" provision which would allow Pivotal to engage in discussions in connection with unsolicited proposals from third parties after following specified procedures in the merger agreement. The revised draft merger agreement also included a proposed termination fee of $125 million to be paid by Pivotal in certain specified circumstances.

Between August 16, 2019 and August 22, 2019, representatives of Gibson Dunn, Wilson Sonsini, Latham & Watkins and Davis Polk, negotiated the proposed merger agreement and ancillary documentation.

On August 18, 2019, representatives of Gibson Dunn delivered a revised draft of the support agreement providing for an exchange ratio of 0.0550 shares of VMware Class A common stock in exchange for each share of Class B common stock owned by Dell and noting that the VMware Special

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Committee was evaluating the request for VMware Class B common stock as well as the request for stockholder approval of the issuance by written consent.

Between August 18, 2019 and August 21, 2019, representatives of Gibson Dunn and Simpson Thacher negotiated the support agreement. Following discussions with the VMware Special Committee and Dell by their respective counsels, the parties agreed that shares of Class B common stock held by Dell would be exchanged for shares of VMware Class B common stock at an exchange rate of 0.0550 of a share of VMware Class B common stock for each share of Class B common stock held by Dell (other than those shares beneficially owned by VMware) and that the required stockholder approval would be effected by an action by written consent.

On August 19, 2019, Latham & Watkins circulated a revised draft of the merger agreement to Gibson Dunn which reflected input from the Pivotal Special Committee, Pivotal management and Davis Polk. Based on communications received by Latham & Watkins from the Pivotal Special Committee, the revised merger agreement reflected a $75 million termination fee to be paid by Pivotal in certain specified circumstances.

On August 20, 2019, the Pivotal Special Committee held a telephonic meeting at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present. The parties discussed the status of the potential transaction and negotiations in connection with the draft merger agreement and other transaction documents, including the support agreement and voting agreement. Representatives of Latham & Watkins presented materials to the Pivotal Special Committee, which refreshed the Pivotal Special Committee on its fiduciary duties and summarized the key open issues in the transaction documents, including the termination fee that would be owed by Pivotal pursuant to the merger agreement in the event Pivotal were to accept an unsolicited superior proposal from a third party after entry into a definitive agreement with VMware. During the course of such discussions the Pivotal Special Committee agreed to forgo a "go-shop" provision in the merger agreement in light of the fact that no inquiries had been received since Dell's public filing of its Schedule 13D amendment and Pivotal's public filing of a Current Report on Form 8-K and issuance of a press release disclosing that the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00 and that Dell had the ability to prevent any alternative transaction from being consummated. Following discussion of the key open issues, representatives of Latham & Watkins outlined the remaining key terms of the transaction documents and next steps in connection with the negotiation of the potential transaction. Representatives of Morgan Stanley discussed with the Pivotal Special Committee Morgan Stanley's preliminary financial analyses of the proposed consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares).

On August 21, 2019, the Dell Board held a telephonic meeting to discuss, among other things, the potential transaction between VMware and Pivotal, and the proposed Dell support agreement in connection with that potential transaction. Representatives of Dell's senior management, Goldman Sachs, Simpson Thacher and Moelis & Company also participated. During this meeting, the Dell Board received an update on the potential transaction and an overview of the strategic rationale for combination of the two companies. Dell's general counsel further advised the Dell Board on its fiduciary duties in considering a potential transaction between two of the company's controlled subsidiaries. A representative of Goldman Sachs then reviewed its financial analysis with respect to the proposed transaction, and a representative of Moelis & Company reviewed Moelis & Company's financial analyses and rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 21, 2019, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations set forth in the written opinion, the proposed transaction was fair, from a financial point of view, to Dell and Denali. The Dell Board thereafter engaged in discussion with respect to the potential transaction, and following such

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discussion, each of Dell's disinterested directors and the Dell Board approved a resolution authorizing Dell to enter into the support agreement and the tax sharing agreement amendment on the basis that the merger, the stock consideration and the other transactions contemplated by the merger agreement are advisable and in the best interests of Dell and its stockholders.

Also on August 21, 2019, the VMware Special Committee held a telephonic meeting with representatives of VMware management, Lazard and Gibson Dunn. VMware management provided an overview of key findings from the confirmatory due diligence process and confirmed the strategic rationale and business model underlying the acquisition of Pivotal. Representatives of Gibson Dunn reviewed with the members of the VMware Special Committee their fiduciary duties under applicable law with respect to the proposed transaction with Pivotal and the provisions of the proposed merger agreement and support agreement. Representatives of Lazard reviewed with the VMware Special Committee its financial analyses and rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 21, 2019, that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration to be paid by VMware in the merger was fair, from a financial point of view, to VMware. Lazard's opinion is more fully described below under the section entitled "—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)" and is attached as Annex C to this proxy statement.

Following discussion, the VMware Special Committee resolved to recommend to the VMware Board that it approve the merger agreement and the voting agreement and the transactions contemplated thereby. The VMware Special Committee also approved VMware's entry into the support agreement and the tax sharing agreement amendment contemplated thereby.

Later on August 21, 2019, the VMware Board met telephonically to consider the merger agreement and the support agreement. Representatives of VMware management, JPMorgan, Wilson Sonsini and Gibson Dunn were also in attendance. Representatives of Wilson Sonsini reviewed with the members of the VMware Board their applicable fiduciary duties. Ms. Dykstra informed the VMware Board that the VMware Special Committee had resolved to recommend to the VMware Board that it approve the merger agreement and the voting agreement and the transactions contemplated thereby and that the VMware Special Committee had approved the entry into the support agreement and the tax sharing agreement amendment. Ms. Dykstra also discussed the VMware Special Committee's rationale for such recommendations and decisions. Following discussion, the VMware Board resolved to approve the merger agreement and voting agreement and the transactions contemplated thereby.

During the day on August 21 and into August 22, 2019, Latham & Watkins, Gibson Dunn, Davis Polk and Wilson Sonsini continued to further negotiate, and reach resolution on, the remaining open points in the transaction documents, which included key provisions such as the interim operating covenants and the amount of the termination fee, which the parties agreed to set at $95 million.

On August 22, 2019, the Pivotal Special Committee held a telephonic meeting with certain representatives of Pivotal's senior management, Morgan Stanley and Latham & Watkins in attendance. Representatives of Latham & Watkins discussed with the Pivotal Special Committee the fiduciary duties of directors in connection with evaluating Pivotal's strategic alternatives and the terms of the merger agreement, including, among other things, the parties' respective termination rights (including Pivotal's right to terminate the merger agreement to enter into an alternative acquisition agreement with respect to a superior proposal), the termination fee and the applicable closing conditions, including that the merger agreement must be approved by the vote of a majority of the outstanding Class A common stock not owned by VMware or its affiliates, including Dell and EMC Corporation. Also at this meeting, a representative of Morgan Stanley reviewed with the Pivotal Special Committee Morgan Stanley's financial analysis of the $15.00 per share consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares). Morgan

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Stanley rendered to the Pivotal Special Committee its oral opinion, subsequently confirmed in writing, that as of August 22, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares) pursuant to the merger agreement was fair from a financial point of view to such holders. Morgan Stanley's opinion is more fully described below under the section entitled "—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)" and is attached as Annex B to this proxy statement. Following a discussion among the Pivotal Special Committee and its representatives, the Pivotal Special Committee resolved to recommend to the Pivotal Board that Pivotal enter into the merger agreement with VMware and the potential transaction at $15.00 per share of Class A common stock.

Following the meeting of the Pivotal Special Committee, the Pivotal Board held a telephonic meeting on August 22, 2019, at which certain representatives of Pivotal's senior management and representatives of Morgan Stanley, Davis Polk and Latham & Watkins were in attendance. All members of the Pivotal Board were present other than Egon Durban and Zane Rowe, both of whom were absent from the meeting. At this meeting, the Pivotal Special Committee presented its recommendation to enter into the merger agreement with VMware to the Pivotal Board. A representative of Davis Polk reviewed the final terms of the merger agreement and the Pivotal Board's fiduciary duties in connection with its approval. After considering the proposed terms of the merger agreement and the other transaction agreements and the various presentations of Morgan Stanley, Davis Polk and Latham & Watkins, Ms. Lankton and Ms. Klevorn, the disinterested and independent members of the Pivotal Board, unanimously (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. Following these actions, all of the members of the Pivotal Board present made the same determination and approval described in the preceding sentence.

Following the closing of NYSE normal trading hours on August 22, 2019, the parties executed the merger agreement, support agreement and voting agreement.

Also on August 22, 2019, Pivotal and VMware issued a joint press release announcing the execution of the transaction. As of the date of this proxy statement, Pivotal has not received any inquiries from other potential buyers following the issuance of this joint press release.

Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger

In response to VMware's initial interest in a potential acquisition of Pivotal and in light of the presence of directors and officers of Dell and VMware on the Pivotal Board and the beneficial ownership of Dell and VMware combined of approximately 62.6% of the outstanding common stock of Pivotal (including the 15.8% of Pivotal's outstanding common stock held directly by VMware) and 94.4% of the total voting power of both classes of Pivotal's outstanding common stock as of October 15, 2019, the Pivotal Board determined that it was in the best interests of Pivotal and Pivotal's stockholders to establish the Pivotal Special Committee to manage the process for evaluating, negotiating and providing a recommendation to the Pivotal Board with respect to the potential acquisition or alternative

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transactions. The Pivotal Board delegated full power and authority to the Pivotal Special Committee in connection with its evaluation of the potential acquisition, including the full power and authority to: (i) evaluate and negotiate the terms of any proposed definitive or other agreements in respect of a potential sale of Pivotal, (ii) make recommendations to the Pivotal Board in respect of any potential transaction, including any recommendation to not proceed with or to recommend that Pivotal's stockholders reject a potential sale of Pivotal, and (iii) hire its own independent advisors. The Pivotal Board also unanimously among those voting resolved that it would not approve or recommend to Pivotal's stockholders any potential sale or business combination of Pivotal and VMware without the affirmative recommendation of the Pivotal Special Committee.

The Pivotal Special Committee

The Pivotal Special Committee, acting with the advice and assistance of its independent legal and financial advisors, evaluated and directed the negotiation of the proposed merger, including the terms and conditions of the merger agreement. At the telephonic meeting held on August 22, 2019 (described above in the section entitled "—Background of the Merger"), the Pivotal Special Committee unanimously: (i) recommended and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the terms of the merger agreement and the merger are fair to, and in the best interests of, Pivotal and the holders of the Class A common stock, (iii) directed that the merger agreement and the other transaction documents, including the support agreement and the voting agreement, be submitted to the Pivotal Board for approval and (iv) recommended that the Pivotal Board approve the merger agreement, the other transaction documents and the merger for submission to Pivotal's stockholders for approval.

In the course of its deliberations and in reaching its determination and making its recommendations, the Pivotal Special Committee considered a number of substantive and procedural factors, including the following material factors:

•

the attractiveness of the Class A merger consideration to the holders of the Class A common stock other than Pivotal's directors and officers, VMware or any of its affiliates, including Dell and EMC LLC (such stockholders constitute Pivotal's unaffiliated security holders, as defined in Rule 13e-3 under the Exchange Act), including:

•: the Pivotal Special Committee's belief that it had obtained VMware's best and final offer at the conclusion of a lengthy negotiation process and that the Class A merger consideration of $15.00 per share in cash represented the highest per share consideration reasonably obtainable;
•: the then-current and recent trading prices of the Class A common stock on the NYSE relative to the $15.00 Class A merger consideration, including that: (i) the Class A merger consideration represents an 81% premium to $8.30, the closing trading price on August 14, 2019, the Last Unaffected Trading Day, (ii) the Class A merger consideration represents a 54% premium to $9.73, the average of the closing trading prices of the Class A common stock on the NYSE for the 30 consecutive trading days ending on the Last Unaffected Trading Day, (iii) the Class A merger consideration represents a 2% premium to $14.75, the average of the closing trading prices of the Class A common stock on the NYSE for the 90 consecutive trading days ending on the Last Unaffected Trading Day and (iv) the Class A merger consideration equals the price per share of Class A common stock offered to the public in connection with Pivotal's Initial Public Offering (the "IPO") on April 19, 2018; and
•: the fact that the Class A merger consideration will be paid in cash, providing certainty, immediate value and liquidity to the holders of the Class A common stock;

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•

the fact that the exchange ratio for the Class B merger consideration of shares of Class B common stock held by Dell to VMware Class B common stock was based upon the unaffected relative "at-the-market" prices of the Class A common stock and the VMware Class A common stock (into which the Class B common stock and VMware Class B common stock are convertible);

•

the oral opinion of Morgan Stanley, subsequently confirmed in writing, rendered to the Pivotal Special Committee, that as of August 22, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares) pursuant to the merger agreement was fair from a financial point of view to such holders, as set forth in such opinion, together with Morgan Stanley's financial analyses, each as more fully described in the section entitled "—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley);"

•

the Pivotal Special Committee's analysis and discussions with Pivotal management considering the current and historical financial condition, results of operations, business and prospects of Pivotal, as well as Pivotal's financial plan and prospects and risks if Pivotal were to remain independent and the potential impact of those factors on the trading price of the Class A common stock;

•

the likelihood that the merger would be completed based on, among other things:

•: the representation and warranty of VMware in the merger agreement that it would have access to sufficient immediately available funds to consummate the merger and that the merger is not subject to a financing condition;
•: the absence of any significant regulatory impediments to the merger;
•: Pivotal's ability, under certain circumstances pursuant to the merger agreement, to seek specific performance and to enforce specifically the terms of the merger agreement; and
•: the factors described below regarding the support agreement and voting agreement;

•

the terms of the merger agreement, including:

•: the fact that the merger agreement was not likely to preclude competing acquisition proposals, considering, among other things: (i) the ability of Pivotal under certain circumstances to entertain unsolicited proposals for an acquisition that constitutes or is reasonably likely to lead to a superior proposal and negotiate with, and provide information to, third parties making such proposals, (ii) the ability of the Pivotal Special Committee under certain circumstances to withdraw or modify its recommendation that the holders of the Class A common stock approve the merger, including in connection with a superior proposal, (iii) Pivotal's right to terminate the merger agreement under certain circumstances in order to accept a superior proposal and enter into a definitive agreement with respect to such superior proposal, (iv) the termination fee Pivotal would be required to pay to VMware in connection with the termination of the merger agreement in order to enter into an agreement with respect to a superior proposal and certain other circumstances being limited to $95 million, which the Pivotal Special Committee considered to be reasonable and customary given market practice, and (v) the factors described below regarding the support agreement and voting agreement; and
•: the other terms and conditions of the merger agreement, described in the section entitled "The Merger Agreement" which the Pivotal Special Committee, after consulting with its

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legal counsel, considered to be reasonable and consistent with precedents it deemed relevant;

•

with respect to the entry by Dell into the support agreement with VMware, EMC LLC, and solely with respect to Section 5 and 6 therein, EMC Corporation and VMW Holdings:

•: the fact that the support agreement obligates Dell, subject to certain exceptions, to vote in favor of the merger and that Pivotal is a third-party beneficiary of the support agreement for purposes of enforcing this obligation, thus providing for greater certainty that the merger will be consummated;
•: the fact that the support agreement automatically terminates, among other circumstances, if the merger agreement is terminated by Pivotal in order to enter into an agreement with respect to a superior proposal or a change in recommendation by the Pivotal Special Committee, which permits Dell to support a transaction involving a superior proposal; and
•: the other terms of the support agreement, described in the section entitled "Consent and Support Agreement," which the Pivotal Special Committee, after consulting with its legal counsel, considered to be reasonable and consistent with precedents it deemed relevant;

•

with respect to the entry by Ford into the voting agreement with VMware:

•: the fact that the voting agreement obligates Ford, subject to certain exceptions, to vote in favor of the merger, thus providing for greater certainty that the merger will be consummated;
•: the fact that the voting agreement automatically terminates, among other circumstances, if the merger agreement is terminated by Pivotal in order to enter into an agreement with respect to a superior proposal or a change in recommendation by the Pivotal Special Committee, which permits Ford to support a transaction involving a superior proposal; and
•: the other terms of the voting agreement, described in the section entitled "Voting Agreement" which the Pivotal Special Committee, after consulting with its legal counsel, considered to be reasonable and consistent with precedents it deemed relevant;

•

the fact that there were no indications of interest from third parties in an acquisition of Pivotal following the public announcement on August 14, 2019 in an amendment to Dell's Schedule 13D for VMware, in a press release issued by Pivotal on August 14, 2019 and a Current Report on Form 8-K publicly filed by Pivotal on August 15, 2019, disclosing that the Pivotal Special Committee and the VMware Special Committee were in discussions in connection with a potential transaction, pursuant to which the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00;

•

the factors that the Pivotal Special Committee believes were and are present to establish sufficient procedural safeguards providing for the fairness of the merger and for the Pivotal Special Committee to represent the interests of Pivotal's unaffiliated security holders:

•: the Pivotal Special Committee consists solely of directors of Pivotal who are independent, disinterested with respect to the merger and not otherwise affiliated with Pivotal, Dell or VMware;
•: the Pivotal Special Committee engaged its own independent financial and legal advisors to advise it;

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•: the fact that the adoption of the merger agreement is conditioned, among other things, on the vote of the holders of a majority of the shares of Class A common stock not held by VMware or any of its affiliates, including Dell and EMC LLC;
•: the resolutions of the Pivotal Board establishing the Pivotal Special Committee and delegating to it the authority not to recommend the approval of the merger or any other transaction;
•: the availability of appraisal rights to each of the holders of Pivotal's Class A common stock who comply with all of the required procedures under the DGCL, as further described in the section entitled "Appraisal Rights;" and
•: the Pivotal Board's ability (acting upon the recommendation of the Pivotal Special Committee), under certain circumstances, to withdraw (or modify or qualify) its recommendation that Pivotal's stockholders vote to adopt the merger agreement;

•

the process followed by the Pivotal Special Committee prior to entry into the merger agreement, including:

•: the Pivotal Special Committee, together with its legal and financial advisors, met on 17 occasions prior to Pivotal's entry into the merger agreement to discuss and evaluate the strategic and other alternatives available to Pivotal (including Pivotal's standalone growth prospects), the procedures for the sale process, the management of the sale process and the review of various transaction documents including the merger agreement, support agreement and voting agreement;
•: the fact that the terms of the merger agreement and the Class A merger consideration resulted from due diligence and other discussions between the Pivotal Special Committee, Pivotal management and their respective legal and financial advisors, on the one hand, and VMware, the VMware Special Committee and their respective legal and financial advisors, on the other hand; and
•: detailed consideration of the relative advantages and disadvantages of conducting a formal pre-signing market check, including the risk of leaks, the risk of losing key personnel or having difficulty attracting new personnel, the risk of negatively impacting customer retention and Pivotal's business, the fact that Dell had the ability to prevent any alternative transaction from being consummated, the risk that VMware might terminate negotiations or reduce its offer price, and the Pivotal Special Committee's belief that such substantial risks outweighed the potential benefits to Pivotal of a formal pre-signing market check.

The Pivotal Special Committee also considered a number of potentially negative factors in its deliberations concerning the merger, including the following material factors:

•

the risk that the merger might not be completed, including the effect of the pendency of the merger and the effect such failure to be completed may have on:

•: the trading price of shares of the Class A common stock;
•: Pivotal's operating results, including the costs incurred in connection with the merger; and
•: Pivotal's ability to attract and retain key personnel and customers;

•

that Pivotal will no longer exist as a publicly traded company and that the unaffiliated security holders will no longer participate in the future growth of Pivotal's business;

•

the fact that no formal market check was conducted prior to the signing of the merger agreement;

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•: that, under the terms of the merger agreement, Pivotal is restricted from actively soliciting acquisition proposals and will be required to pay to VMware a termination fee if the merger agreement is terminated to enter into an alternative agreement in connection with a superior proposal and under certain other circumstances, which may deter other parties from making an acquisition proposal that may be more advantageous to Pivotal's stockholders;
•: limitations on Pivotal's ability to obtain alternative offers from third parties to acquire Pivotal as a result of Dell and VMware's ownership as of October 15, 2019 of 62.6% of the outstanding common stock of Pivotal and 94.4% of the total voting power, and VMware's position in negotiating the merger agreement that Pivotal should not be permitted to actively solicit alternative offers following the signing of the merger agreement;
•: that, under the terms of the merger agreement, in order for Pivotal to terminate the merger agreement, to accept a superior proposal, Pivotal must enter into an alternative agreement with respect to such superior proposal concurrently with terminating the merger agreement without knowing with certainty if Dell or VMware, who collectively own 62.6% of the outstanding common stock and 94.4% of the total voting power of Pivotal as of October 15, 2019, will support such superior proposal;
•: that if the merger does not close, (i) Pivotal's management and employees will have expended extensive time and efforts to attempt to complete the merger and will have experienced significant distractions from their work during the pendency of the merger, (ii) Pivotal will have incurred significant transaction costs and (iii) Pivotal's relationships with its customers, key partners, personnel and other third parties may be adversely affected;
•: the restrictions on the conduct of Pivotal's business prior to the completion of the merger, which could delay or prevent Pivotal from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Pivotal absent the pending completion of the merger and which could impact the ability of Pivotal to attract and retain key personnel;
•: the fact that there can be no assurance that all conditions to the parties' obligations to complete the merger will be satisfied or waived within the time frames contemplated by the merger agreement, and, as a result, the merger may not be consummated;
•: the risk of litigation in connection with the merger;
•: the fact that certain of Pivotal's directors and officers have interests in the merger that are different from, or in addition to, Pivotal's stockholders. See "—Interests of Pivotal's Directors and Executive Officers in the Merger;" and
•: the fact that, for U.S. federal income tax purposes, the Class A merger consideration will be taxable to Pivotal's Class A stockholders who are entitled to receive such consideration.

The foregoing discussion of the factors considered by the Pivotal Special Committee is not intended to be exhaustive, but rather includes the material factors considered by the Pivotal Special Committee. In reaching its decision to approve the merger, the merger agreement and the other transactions contemplated by the merger agreement, the Pivotal Special Committee did not quantify or assign any relative weights to the factors considered and individual directors may have given different weights to different factors. The Pivotal Special Committee based its recommendation to the Pivotal Board on the totality of the information made available to the Pivotal Special Committee.

The Pivotal Board

At a special meeting of the Pivotal Board on August 22, 2019, after careful consideration, and acting upon the unanimous recommendation of the Pivotal Special Committee, first the members of the

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Pivotal Board that were disinterested and independent with respect to the merger and then the other members of the Pivotal Board present at the meeting (excluding Mr. Egon Durban and Mr. Zane Rowe who were not present at the meeting) unanimously: (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. The approval of the Pivotal Board present at the meeting constituted the approval of a majority of the directors who are not employees of Pivotal.

As described in the section entitled "—Background of the Merger," prior to and in reaching these determinations, the Pivotal Board consulted with and received the advice of the Pivotal Special Committee, its financial advisor, and the respective legal advisors to Pivotal and the Pivotal Special Committee, and considered a variety of factors weighing positively in favor of the merger, including the following material factors:

•: the factors considered by the Pivotal Special Committee that are listed in the section entitled "The Pivotal Special Committee" above (including with respect to the process followed by the Pivotal Special Committee prior to entering into the merger agreement and with respect to its decision not to continue to attempt to pursue a transaction with any other party);
•: the Pivotal Special Committee's analysis, conclusions and unanimous (i) recommendation of the merger agreement and the transactions contemplated thereby, including the merger, (ii) determination that the terms of the merger agreement and the merger are fair to, and in the best interests of, Pivotal and the holders of the Class A common stock, (iii) decision that the transaction documents, including the merger agreement, be submitted to the Pivotal Board for approval and (iv) recommendation that the Pivotal Board approve the merger agreement, the other transaction documents and the merger for submission to Pivotal's stockholders for approval; and
•: the fact that the Pivotal Special Committee is comprised of two independent directors who are not affiliated with Dell or VMware or their respective affiliates and are not employees of Pivotal or any of its subsidiaries, and the fact that, other than any compensation for their service on the Pivotal Board (which is not contingent upon the consummation of the merger or the Pivotal Special Committee's or Pivotal Board's recommendation of the merger) and their interests described under "Interests of Pivotal's Directors and Executive Officers in the Merger," the members of the Pivotal Special Committee do not have an interest in the merger different from, or in addition to, that of the holders of the Class A common stock generally.

The Pivotal Board also considered a number of potentially negative factors in its deliberations concerning the merger, including the same potentially negative factors considered by the Pivotal Special Committee that are listed in the section entitled "The Pivotal Special Committee" above.

To avoid any actual conflict of interest or the appearance of any conflict of interest, Mr. Zane Rowe, the Chief Financial Officer of VMware and a director of the Pivotal Board, recused himself from all discussions and presentations regarding the transactions contemplated by the merger agreement, including the merger.

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The foregoing discussion of the factors considered by the Pivotal Board is not intended to be exhaustive, but rather includes the material factors considered by the Pivotal Board. In reaching its decision to approve the merger agreement and deem the merger agreement, the merger and the other transactions contemplated by the merger agreement to be advisable, fair to, and in the best interests of, Pivotal and its stockholders, the Pivotal Board did not quantify or assign any relative weights to the factors considered and individual directors may have given different weights to different factors. The Pivotal Board based its recommendation on the totality of the information made available to the Pivotal Board.

As discussed above, the Pivotal Special Committee and the Pivotal Board determined that the merger is procedurally and substantively fair to the unaffiliated security holders. In the course of reaching their respective determinations, the Pivotal Special Committee and the Pivotal Board considered that the consummation of the merger is conditioned, among other things, on the approval of the holders of at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell Technologies Inc. and EMC Equity Assets LLC (the "majority of the minority condition"). The Pivotal Special Committee and the Pivotal Board considered that Pivotal's directors and officers, who are deemed under SEC rules to be affiliates of Pivotal, are able to vote their shares of Class A common stock in support of the approval of the merger agreement as part of the majority of the minority condition so long as such directors and officers are not affiliates of VMware (the "unaffiliated Pivotal directors and officers"). The Pivotal Special Committee and the Pivotal Board believe that the interests of the unaffiliated Pivotal directors and officers are aligned with those of the unaffiliated security holders of Pivotal. Following the merger, the unaffiliated Pivotal directors and officers will not retain any equity interest in Pivotal. None of the unaffiliated Pivotal directors and officers will be a director of Pivotal or VMware following the merger. In addition, as of October 15, 2019, the unaffiliated Pivotal directors and officers hold approximately 0.4% of the outstanding shares of Class A common stock. Accordingly, the Pivotal Special Committee and the Pivotal Board each believes that while the majority of the minority condition does not provide for approval of at least a majority of Pivotal's unaffiliated shares (as defined in Rule 13e-3 under the Exchange Act), the majority of the minority condition provides an important procedural safeguard for the approval of the merger.

In the course of reaching its decision, the Pivotal Special Committee and the Pivotal Board did not consider the liquidation value of Pivotal's assets because they consider Pivotal to be a viable going concern business where value is derived from cash flows generated from its continuing operations. In addition, they believed that the value of Pivotal's assets that might be realized in a liquidation would be significantly less than its going concern value. Further, the Pivotal Special Committee and the Pivotal Board did not consider Pivotal's net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of Pivotal as a going concern but rather is indicative of historical costs. Pivotal's net book value per share of Class A common stock as of August 2, 2019 was $4.83, which is substantially below the Class A merger consideration of $15.00 per share in cash. In addition, the Pivotal Special Committee and the Pivotal Board did not consider the prices paid by Pivotal, VMware or Dell for past purchases of the Class A common stock because Pivotal has not repurchased any shares of its Class A common stock in the past two years, and the most recent purchases of Pivotal capital stock made by VMware and Dell were in May 2016 for Series C-1 preferred stock of Pivotal (which was converted into Class B common stock in connection with Pivotal's IPO). The Pivotal Special Committee and the Pivotal Board were not aware of any firm offer during the past two years by any person, other than VMware, for the merger or consolidation of Pivotal with or into another company, the sale or other transfer of all or any substantial part of the assets of Pivotal or a purchase of Pivotal's securities that would enable the holder to exercise control of Pivotal. There are no material U.S. federal tax consequences to Pivotal in connection with the merger.

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This summary of the Pivotal Special Committee's and the Pivotal Board's reasons for recommending the adoption of the merger agreement and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled "Cautionary Statement Regarding Forward-Looking Statements." In addition, in considering the recommendation of the Pivotal Board with respect to the merger agreement, you should be aware that some of Pivotal's directors and executive officers have interests that may be different from, or in addition to, the interests of Pivotal's stockholders generally. Please see the section entitled "—Interests of Pivotal's Directors and Executive Officers in the Merger."

Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)

Morgan Stanley was retained by the Pivotal Special Committee to act as its financial advisor in connection with the merger. The Pivotal Special Committee selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's familiarity with Pivotal, including through its experience as an underwriter for Pivotal's IPO, and expertise in Pivotal's industry. At a meeting of the Pivotal Special Committee on August 22, 2019, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of August 22, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the $15.00 per share Class A merger consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares, each as defined in "The Merger Agreement—Consideration to be Received in the Merger") pursuant to the merger agreement was fair from a financial point of view to such holders.

For purposes of rendering its opinion, Morgan Stanley, among other things:

•: reviewed certain publicly available financial statements and other business and financial information of Pivotal;
•: reviewed certain internal financial statements and other financial and operating data concerning Pivotal;
•: reviewed certain financial projections prepared by the management of Pivotal (see "—Financial Projections");
•: discussed the past and current operations and financial condition and the prospects of Pivotal with senior executives of Pivotal;
•: reviewed the reported prices and trading activity for the Class A common stock;

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•: compared the financial performance of Pivotal and the prices and trading activity of the Class A common stock with that of certain other publicly-traded companies comparable with Pivotal, and their securities;
•: reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
•: participated in discussions and negotiations among representatives of the Pivotal Special Committee and the financial and legal advisors to VMware and the VMware Special Committee;
•: reviewed the merger agreement and certain related documents; and
•: performed such other analyses, reviewed such other information and considered such other factors as it had deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by Pivotal, and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Pivotal of the future financial performance of Pivotal. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement 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 Pivotal and its legal, tax and 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 Pivotal's officers, directors or employees, or any class of such persons, relative to the Class A merger consideration to be received by the holders of shares of Class A common stock in the transaction. Furthermore, Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the merger consideration to be received by any holder of any class of securities of Pivotal other than the Class A common stock, relative to the Class A merger consideration to be received by the holders of shares of Class A common stock in the transaction, or as to the underlying decision by Pivotal to engage in the transaction. Morgan Stanley's opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Pivotal, 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 the date of its opinion. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Pivotal Special Committee. 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,

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nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of the financial analyses summarized below 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 of the factors described herein, 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 arriving at its opinion, Morgan Stanley used and relied upon three cases—the Base Case, the Low Case and the High Case—that collectively comprise the Revised Outlook provided by Pivotal's management (each as defined in the section entitled "—Financial Projections"). In accordance with discussions with Pivotal, Morgan Stanley also used and relied upon a set of financial projections for Pivotal based on Wall Street research reports as of June 5, 2019 for fiscal years 2020 through 2022 (the "Street Case"). The Street Case projections of Pivotal's revenue, EBITDA and unlevered free cash flow for the fiscal years 2020 through 2029 are set forth below. These projections consist of amounts published by Wall Street analysts (or, in the case of unlevered free cash flow, calculated based on the information provided by Wall Street analysts) for the fiscal years 2020 through 2022 (without adjustment by Morgan Stanley), and, for fiscal years 2023 through 2029, extrapolations of such amounts that were reviewed by Pivotal's management and approved by the Pivotal Special Committee for use in Morgan Stanley's analysis.

	Street Forecast								Extrapolations

	FY20			FY21			FY22		FY23		FY24		FY25		FY26		FY27		FY28		FY29
	(in millions)
Revenue	$	760		$	896		$	1,019	$	1,144	$	1,270	$	1,391	$	1,505	$	1,607	$	1,694	$	1,761
EBITDA		(30	)		29			90		128		172		221		275		331		389		446
uFCF	$	(44	)	$	(18	)	$	6	$	30	$	54	$	83	$	115	$	150	$	186	$	223

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which is designed to provide an implied trading value of a company by comparing it to selected companies with similar characteristics to Pivotal. Morgan Stanley compared certain financial information of Pivotal with publicly available information for the following companies in the infrastructure software and IT services industries, selected based on Morgan Stanley's professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics with Pivotal, including similar lines of business, market capitalizations and/or other similar operating characteristics (the "comparable companies"):

Comparable Infrastructure Software Companies

•: VMware, Inc.
•: Citrix Systems, Inc.
•: Splunk Inc.
•: LogMeIn, Inc.
•: Cloudera, Inc.
•: Box, Inc.
•: Talend S.A.
•: Appian, Inc.

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Comparable IT Services Companies

•: Accenture, Inc.
•: Cognizant Technology Solutions Corporation
•: Atossa Genetics Inc.
•: Infosys Limited
•: Wipro Limited
•: Genpact Limited

For purposes of this analysis, Morgan Stanley analyzed the ratio of each comparable company's aggregate value ("aggregate value" or "AV"), which is defined as equity value, plus debt and minority interest, less cash and cash equivalents, to an estimate of revenue for calendar years 2019 and 2020, in each case, for each of the comparable companies, based on publicly available financial data and Wall Street research reports. 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 aggregate value to revenue multiples and applied these ranges of multiples to the estimated relevant metric for Pivotal for each management case and the Street Case. Based on the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal's management, Morgan Stanley calculated the estimated implied value per share of Class A common stock as follows:

	AV / Revenue Multiple Range	Implied Value Per Share of Class A Common Stock

2019 Street Case	2.5x - 3.5x	$9.24 - $11.55
2020 Street Case	2.0x - 3.0x	$8.91 - $11.63
2019 Low Case	1.5x - 2.5x	$6.69 - $9.19
2020 Low Case	1.0x - 2.0x	$5.71 - $8.59
2019 Base Case	2.5x - 3.5x	$9.34 - $11.69
2020 Base Case	2.0x - 3.0x	$8.99 - $11.75
2019 High Case	3.5x - 4.5x	$11.86 - $14.26
2020 High Case	3.0x - 4.0x	$12.18 - $15.08

No company in the public trading multiples analysis is identical to Pivotal and therefore the foregoing summary and underlying financial analyses involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Pivotal was compared. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Pivotal, such as the impact of competition on the business of Pivotal or the industry generally, industry growth and the absence of any material change in the financial condition and prospects of Pivotal or the industry or 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 the potential future equity value of a company as a function of such company's estimated future earnings and its forward revenue multiples. The resulting estimated future implied value of a company is subsequently discounted back to the present day at such company's cost of equity in order to arrive at an illustrative estimate of the present value for Pivotal's theoretical future implied stock price.

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To calculate the discounted implied value per share of the Class A common stock, Morgan Stanley used the estimated revenue of fiscal year 2022, fiscal year 2023 and fiscal year 2024 from the Street Case and each management case. Based upon the application of its professional judgment and experience, Morgan Stanley applied in each case a range of aggregate value to revenue multiples (derived from the comparable companies analysis above) to the estimated revenue for each such year to derive Pivotal's estimated future implied aggregate value. Morgan Stanley then subtracted Pivotal's estimated future net debt at the end of fiscal year 2022, fiscal year 2023 and fiscal year 2024 from each respective future aggregate value in order to calculate Pivotal's implied future equity value. Morgan Stanley then discounted the resulting implied equity value of Pivotal to August 22, 2019 at a discount rate equal to Pivotal's assumed cost of equity of 10.0 percent. The cost of equity was selected based on the application of Morgan Stanley's professional judgment and experience and the Capital Asset Pricing Model. Based on these calculations, and the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal's management, this analysis implied the following per share value ranges for the Class A common stock:

	AV / Revenue Multiple Range	Implied Value Per Share of Class A Common Stock

Street Case	2.5x - 3.5x	$10.50 - $13.71
Low Case	1.5x - 2.5x	$6.79 - $9.91
Base Case	2.5x - 3.5x	$10.89 - $15.13
High Case	3.5x - 4.5x	$15.31 - $21.73

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 performed a discounted cash flow analysis for the Street Case and each management case to calculate a range of implied equity values per share of Class A common stock. For the Street Case, Morgan Stanley used Wall Street analyst forecasts of future cash flows of Pivotal for fiscal years 2020, 2021 and 2022 and calculated extrapolations of these estimated future cash flows through fiscal year 2029. Pivotal management reviewed these extrapolations. For each management case, Morgan Stanley calculated extrapolations based on the financial forecasts prepared by Pivotal management through fiscal year 2022, which were reviewed by Pivotal's management and approved by the Pivotal Special Committee.

Morgan Stanley first calculated the estimated unlevered free cash flows for each case, which were calculated as earnings before interest, taxes, depreciation and amortization, less (i) stock-based compensation expense, (ii) taxes assuming a normalized tax rate of 28.9% and (iii) capital expenditures, and plus or less changes in net working capital. Morgan Stanley also calculated a range of terminal values in the year 2028, in each case, by applying perpetuity growth rates ranging from 2.5% to 3.5% to the estimated unlevered free cash flows after August 22, 2019, which perpetuity growth rate range was selected based on Morgan Stanley's professional judgment. Relying on Pivotal's Annual Report on Form 10-K, filed March 29, 2019, Morgan Stanley also calculated the amount of net operating loss carryforwards of $55.7 million and tax credit carryforwards of $15.7 million that Pivotal's management estimated could be utilized for the period from fiscal year 2020 through fiscal year 2029 (together, the "tax attributes").

Morgan Stanley then discounted Pivotal's unlevered free cash flows, terminal values and tax attributes to present values as of August 22, 2019, using the mid-year convention and discount rates ranging from 9.0% to 11%. These discount rates were selected, upon the application of Morgan Stanley's professional judgment and experience, to reflect Pivotal's estimated weighted average cost of capital. In order to arrive at an implied per share equity value reference range for the Class A common stock, in each case, Morgan Stanley adjusted the total implied aggregate value ranges by subtracting Pivotal's net

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debt (current) as of August 2, 2019 and the discounted tax attributes, and then divided the resulting implied total equity values by Pivotal's fully diluted capitalization.

Based on the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal's management, Morgan Stanley calculated the estimated implied value per share of Class A common stock as follows:

Projections Scenario		Implied Value Per Share of Class A Common Stock

Street Case		$7.76 - $10.61
Low Case		$5.94 - $8.17
Base Case		$9.69 - $13.36
High Case		$13.26 - $18.91

Precedent Transaction Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share some characteristics with the merger. Morgan Stanley compared publicly available statistics for selected software transactions that were announced since 2011 with an aggregate value of more than $1 billion and projected revenue growth of less than 20% for the 12-month period following the transaction announcement date ("NTM Revenue"), in each case based on publicly available financial data and Wall Street research reports, and which were selected by Morgan Stanley using its professional judgement and experience.

Morgan Stanley reviewed the transactions above for, among other things, the ratio of the aggregate value of each transaction to each target company's NTM Revenue. The results of this review are set forth below:

Acquirer	Target	AV / NTM Revenue

International Business Machines Corporation	Red Hat, Inc.	9.4x
SAP SE	Callidus Software Inc.	8.3x
Hellman & Friedman LLC	Ultimate Software Group, Inc.	8.0x
Silver Lake Partners IV, L.P.	SolarWinds, Inc.	7.8x
SAP America, Inc.	Ariba, Inc.	7.4x
Vista Equity Partners	Apptio, Inc.	7.0x
Thoma Bravo LLC	Ellie Mae, Inc.	6.7x
Vista Equity Partners	Cvent, Inc.	6.5x
SS&C Technologies Holdings, Inc.	Advent Software, Inc.	6.4x
Oracle Corporation	Responsys, Inc.	6.3x
Oracle Corporation	RightNow Technologies, Inc.	6.1x
Vista Equity Partners	Solera Holdings, Inc.	4.6x
Permira Advisers LLC	Informatica Corporation	4.3x
Broadcom Inc.	CA, Inc.	4.3x
Vista Equity Partners	TIBCO Software Inc.	3.9x
Vista Equity Partners	Infoblox Inc.	3.6x
Thoma Bravo LLC	Qlik Technologies Inc.	3.5x
Thoma Bravo LLC	Riverbed Technology, Inc.	3.2x
Avast Software s.r.o.	AVG Technologies N.V.	3.0x
Bain Capital, LLC	BMC Software, Inc.	3.0x
Dell Inc.	Quest Software, Inc.	2.5x

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above, Morgan Stanley selected, based upon its professional judgment and experience, representative ranges of NTM Revenue multiples of such transactions for the Street Case and each management case and

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applied these ranges to derive implied values per share of Class A common stock, based on the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal management. The following table summarizes Morgan Stanley's analysis:

Projections Scenario	NTM Revenue Multiple Range	Implied Value Per Share of Class A Common Stock

Street Case	3.5x - 4.5x	$12.29 - $14.81
Low Case	2.5x - 3.3x	$9.55 - $11.38
Base Case	3.5x - 4.5x	$12.46 - $15.03
High Case	4.5x - 6.0x	$15.47 - $19.48

No company or transaction utilized in the precedent transaction analysis is identical to Pivotal or the merger. In evaluating the selected precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Pivotal. These include, among other things, the impact of competition on Pivotal's business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Pivotal and its industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of Class A common stock derived from the valuation of precedent transactions were less than or greater than the Class A merger consideration is not necessarily dispositive in connection with Morgan Stanley's analysis of the Class A merger consideration, but is one of many factors Morgan Stanley considered.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley's financial analysis with respect to its opinion, but which were noted as reference data for the Pivotal Special Committee, including the following information described under the sections titled "Premiums Paid Analysis," "Historical Trading Range Analysis" and "Equity Research Analysts' Price Target Analysis."

Premiums Paid Analysis

For the reference of the Pivotal Special Committee only, and not as a component of its fairness analysis, Morgan Stanley considered, based on publicly available transaction information, the premiums paid in selected technology transactions (which comprised substantially all cash acquisitions of United States publicly traded companies with an aggregate enterprise value of over $1 billion in the technology sector since 2013).

Morgan Stanley measured the premiums paid in the transactions described above over the mean of the closing price of the target company's stock for the 30 trading days preceding the public announcement of the applicable transaction or prior to the share price of the target company being affected by acquisition rumors or similar merger-related news (the "30-Day Premium"). Morgan Stanley determined that, with respect to all such transactions, the top quartile mean, the second quartile mean, the overall median, the third quartile mean and the fourth quartile mean 30-Day Premiums were 56%, 44%, 38%, 30% and 18%, respectively. Based on the results of this analysis and its professional judgment and experience, Morgan Stanley applied a range of 20% to 50% to Pivotal's 30-Day Premium for the 30-trading day period ended on the Last Unaffected Trading Date resulting in an implied price per share range of $11.67 to $14.59, based on the fully diluted capitalization information as of August 2, 2019 provided to Morgan Stanley by Pivotal management. Morgan Stanley also noted that the Class A merger consideration under the merger agreement implied an 81% premium to the closing price for shares of Class A common stock on the Last Unaffected Trading Date.

No company or transaction utilized in the premiums paid analysis is identical to Pivotal or the merger.

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Historical Trading Range Analysis

For the reference of the Pivotal Special Committee only, and not as a component of its fairness analysis, Morgan Stanley reviewed the high and low closing prices for shares of Class A common stock for (i) the last 30 trading days ending on the Last Unaffected Trading Date, noting the daily closing price per share of Class A common stock ranged from $8.30 to $10.81 during this period; (ii) the last 90 trading days ending on the Last Unaffected Trading Date, noting the daily closing price per share of Class A common stock ranged from $8.30 to $21.94 during this period and (iii) the last 52 weeks ending on the Last Unaffected Trading Date, noting the daily closing price per share of Class A common stock ranged from $8.30 to $28.85 during this period.

Equity Research Analysts' Price Target Analysis

For the reference of the Pivotal Special Committee only, and not as a component of its fairness analysis, Morgan Stanley reviewed the future public trading price targets for shares of Class A common stock prepared and published by equity research analysts prior to the Last Unaffected Trading Date. These one-year forward targets reflected each analyst's estimate of the future public market trading price of the Class A common stock. The range of analyst price targets per share for the Class A common stock discounted for one year at a rate of 10.0%, such discount rate selected by Morgan Stanley upon the application of its professional judgment to reflect its estimate of Pivotal's cost of equity, was $13.19 to $17.28 per share as of the Last Unaffected Trading Date, based on the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal management.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Class A common stock, and these estimates are subject to uncertainties, including Pivotal's future financial performance and future financial market conditions.

General

In connection with the review of the merger by the Pivotal Special Committee, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of Pivotal.

In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of Pivotal. These include, among other things, the impact of competition on the business of Pivotal and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Pivotal and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Class A merger consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares), and in

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connection with the delivery of its opinion to the Pivotal Special Committee. These analyses do not purport to be appraisals or to reflect the prices at which the Class A common stock might actually trade.

The consideration to be received by the holders of shares of Class A common stock pursuant to the merger agreement was determined during negotiations between Pivotal and VMware and was approved by the Pivotal Special Committee. Morgan Stanley acted as financial advisor to the Pivotal Special Committee during these negotiations but did not, however, recommend any specific consideration to Pivotal or the Pivotal Special Committee, nor opine that any specific consideration constituted the only appropriate consideration for the merger. Morgan Stanley's opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley's opinion was not intended to, and does not, constitute advice or a recommendation as to how Pivotal's stockholders should vote at any stockholders' meeting that may be held in connection with the merger, or whether the stockholders should take any other action in connection with the merger.

Morgan Stanley's opinion and its presentation to the Pivotal Special Committee was one of many factors taken into consideration by the Pivotal Special Committee in deciding to approve the execution, delivery and performance by Pivotal of the merger agreement and the transactions contemplated thereby. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Pivotal Special Committee with respect to the consideration to be paid pursuant to the merger agreement or of whether the Pivotal Special Committee would have been willing to agree to different consideration. Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The Pivotal Special Committee retained Morgan Stanley based on Morgan Stanley's familiarity with Pivotal, including through its experience as an underwriter for the IPO, and expertise in Pivotal's industry. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Dell, VMware, Pivotal, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Pivotal Special Committee with financial advisory services and a fairness opinion, described in this section and attached to this proxy statement as Annex B, in connection with the merger, and Pivotal agreed to pay Morgan Stanley a fee of approximately $10 million for its services, $2.5 million of which became due and payable upon the execution of the merger agreement and the remainder of which is contingent upon the consummation of the merger. Pivotal also agreed to reimburse Morgan Stanley for its reasonable and documented expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Pivotal has agreed to indemnify Morgan Stanley and its affiliates, its and their respective directors, officers, agents and employees and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to, arising out of or in connection with Morgan Stanley's engagement.

In the two years prior to the date of its opinion, Morgan Stanley and its affiliates provided financing services, including as a managing underwriter of the IPO, to Pivotal and have received fees in connection with such services of approximately $10 million. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates provided financing services to VMware and have received

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fees in connection with such services of approximately $2 million. In addition, in the two years prior to the date of its opinion, Morgan Stanley and its affiliates provided financing services to Dell and other majority-controlled affiliates and portfolio companies of Dell that Morgan Stanley has been able to identify (the "Dell Group") and have received fees in connection with such services of approximately $30 million. Morgan Stanley and its affiliates may seek to provide financial advisory or financing services to Pivotal, VMware and/or the Dell Group in the future and would expect to receive fees for the rendering of these services.

Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)

The VMware Special Committee has retained Lazard as its financial advisor to advise the VMware Special Committee in connection with the merger. On August 21, 2019, at a meeting of the VMware Special Committee held to evaluate the merger, Lazard rendered to the VMware Special Committee an oral opinion, which was confirmed by delivery of a written opinion dated August 21, 2019, to the effect that, as of such date and based upon and subject to assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration to be paid by VMware in the merger was fair, from a financial point of view, to VMware.

The full text of Lazard's written opinion, dated August 21, 2019, which sets forth the assumptions made, procedures followed, factors considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex C and is incorporated in this proxy statement by reference. The description of Lazard's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Lazard's written opinion attached as Annex C. We encourage you to read Lazard's opinion and this section carefully and in their entirety.

Lazard's opinion was directed to and for the benefit of the VMware Special Committee for the information and assistance of the VMware Special Committee in connection with its evaluation of the merger and only addressed the fairness, from a financial point of view, to VMware of the merger consideration to be paid by VMware in the merger as of the date of Lazard's opinion. The VMware Special Committee did not request Lazard to consider, and Lazard's opinion did not address, the relative merits of the merger as compared to any other transaction or business strategy in which VMware might engage or the merits of the underlying decision by VMware to engage in the merger. Lazard's opinion was not intended to and does not constitute a recommendation to any stockholders as to how such stockholder should vote or act with respect to the merger or any matter relating thereto. Lazard's opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of Lazard's opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard's opinion. Lazard's opinion did not express any opinion as to the prices at which shares of VMware Class A common stock or shares of Class A common stock may trade at any time subsequent to the announcement of the merger.

The following is a summary of Lazard's opinion and Lazard's presentation delivered to the VMware Special Committee on August 21, 2019 related thereto. You are urged to read Lazard's written opinion carefully in its entirety.

In connection with its opinion, Lazard:

•: Reviewed the financial terms and conditions of a draft, dated August 20, 2019, of the merger agreement;
•: Reviewed certain historical business and financial information relating to Pivotal and VMware;

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•: Reviewed various financial forecasts and other data provided to Lazard by Pivotal and VMware relating to the business of Pivotal, including a forecast provided by VMware management (and informed by the Revised Outlook provided by Pivotal management) that represents VMware's forecast for Pivotal if owned by VMware and includes projected synergies and other benefits, including the amount and timing thereof, anticipated by the management of VMware to be realized from the merger (the "In-VMware Case"), which are summarized in the section entitled "—Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor—VMware Prepared Pivotal Pro Forma Projections;"
•: Reviewed financial forecasts and other data provided to Lazard by VMware relating to the business of VMware, including two sets of forecasts for VMware on a stand-alone basis prepared by VMware management, one representing VMware's current cloud transition trajectory ("Scenario A") and the other representing VMware's accelerated cloud transition scenario ("Scenario B," and together with Scenario A, the "VMware Forecasts"), which are summarized in the section entitled "—Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor;"
•: Held discussions with members of the senior management of Pivotal and VMware with respect to the businesses and prospects of Pivotal and VMware, respectively, and with respect to the projected synergies and other benefits anticipated by the management of VMware to be realized from the merger;
•: Reviewed public information with respect to certain other companies in lines of business Lazard believed to be generally relevant in evaluating the businesses of Pivotal and VMware, respectively;
•: Reviewed the financial terms of certain business combinations involving companies in lines of business Lazard believed to be generally relevant in evaluating the businesses of Pivotal and VMware, respectively;
•: Reviewed historical stock prices and trading volumes of Class A common stock and VMware Class A common stock;
•: Reviewed the potential pro forma financial impact of the merger on VMware based on the In-VMware Case and VMware Forecasts; and
•: Conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard has not conducted any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Pivotal or VMware or concerning the solvency or fair value of Pivotal or VMware, and Lazard was not furnished with any such valuation or appraisal. At the direction of the VMware Special Committee, Lazard used the In-VMware Case for purposes of its analyses relating to Pivotal and used the VMware Forecasts for purposes of its analyses relating to VMware. With respect to the financial forecasts used in Lazard's analyses, including those related to projected synergies and other benefits anticipated by the management of VMware to be realized from the merger as reflected in the In-VMware Case, Lazard assumed, with the consent of the VMware Special Committee, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Pivotal and VMware, respectively, and such synergies and other benefits. In addition, Lazard assumed, with the consent of the VMware Special Committee, that such financial forecasts and projected synergies and other benefits will be realized in the amounts and at the times contemplated

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thereby. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based. At the direction of the VMware Special Committee, Lazard did not take into consideration any pending or potential acquisition (including VMware's potential acquisition of Carbon Black, Inc.) or disposition by VMware. Lazard further assumed, with the consent of the VMware Special Committee, that the VMware Class A common stock and the VMware Class B common stock are equivalent from a financial point of view.

In rendering its opinion, Lazard assumed, with the consent of the VMware Special Committee, that the merger would be consummated on the terms described in the draft merger agreement reviewed by Lazard, without any waiver or modification of any material terms or conditions. Representatives of VMware advised Lazard, and Lazard assumed, that the merger agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of the VMware Special Committee, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the merger would not have an adverse effect on VMware, Pivotal or the merger. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor did its opinion address any legal, tax, regulatory or accounting matters or potential financial implications of such matters, as to which Lazard understands that VMware and the VMware Special Committee obtained such advice as it deemed necessary from qualified professionals. While Lazard's opinion addressed the merger consideration to be paid by VMware in the merger, Lazard expressed no view or opinion as to any other terms or other aspects of the merger, including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or contemplated by, the merger (including, without limitation, the merger agreement and the support agreement by and among VMware, Dell, EMC LLC and certain other parties). In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger, or class of such persons, relative to the merger consideration or otherwise. The issuance of Lazard's opinion was approved by the Opinion Committee of Lazard.

In preparing its opinion to the VMware Special Committee, Lazard performed a variety of financial and comparative analyses. The following is a brief summary of the material financial and comparative analyses that Lazard deemed to be appropriate for this type of transaction that were contained in a presentation by Lazard to the VMware Special Committee in connection with rendering its opinion on August 21, 2019. The summary of Lazard's analyses described below is not a complete description of the analyses underlying Lazard's opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial or summary description. In arriving at its opinion, Lazard considered the results of all of the analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of VMware or Pivotal. No company, business or transaction used in Lazard's analyses is identical to VMware or Pivotal or the merger, and such analyses may not necessarily utilize all companies or businesses that could be deemed comparable to VMware or Pivotal. Accordingly, an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard's analyses and reviews. The estimates contained in Lazard's analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of

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actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard's analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard's analyses and reviews are inherently subject to substantial uncertainty.

The merger consideration was determined through negotiations between VMware, Dell and Pivotal and was approved by the VMware Special Committee. Lazard was not requested to, and it did not, recommend the specific merger consideration payable in the merger or advise that any given merger consideration constituted the only appropriate consideration for the merger. The decision to enter into the merger agreement was solely that of the VMware Board and Pivotal Board (on the recommendation of their respective special committees) and the opinion of Lazard was only one of many factors taken into consideration by the VMware Special Committee in its evaluation of the merger. Consequently, the analyses described below should not be viewed as determinative of the views of the VMware Special Committee or VMware's management with respect to the merger or the merger consideration.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard's analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard's analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard's analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 14, 2019, the date of the public disclosure of a potential transaction between VMware and Pivotal in a Schedule 13D amendment filed by Dell (the "Dell 13D Disclosure"), and is not necessarily indicative of current market conditions.

The merger consideration to be paid by VMware in the merger consists of (1) 0.0550 of a share of VMware Class B common stock per share of Class B common stock plus (2) $15.00 in cash per share of Class A common stock. Based on the closing price per share of VMware Class A common stock on the NYSE on August 14, 2019, the last trading price before the Dell 13D Disclosure, the merger consideration payable in respect of all outstanding shares (other than shares already owned by VMware) and employee stock awards (both vested and unvested) as of August 2, 2019 in the aggregate was approximately $3.1 billion. All references to an unaffected price in this section refer to the trading prices of Pivotal or VMware, as applicable, on the date of the Dell 13D Disclosure.

Pivotal Valuation Analyses

5-Year Discounted Cash Flow Analysis—Pivotal

Based on the In-VMware Case, Lazard performed a discounted cash flow analysis of Pivotal to calculate the estimated present value, as of an assumed closing date of November 2, 2019, of the unlevered free cash flows that Pivotal was forecasted to generate during the fiscal years 2020 through 2024. Lazard also calculated estimated terminal values for Pivotal by applying multiples ranging from 17.5x to 20.0x to the estimated terminal last-twelve-month Non-GAAP EBIT ("LTM Non-GAAP EBIT"). The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current EBIT multiples calculated for Pivotal. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 9.25% to 10.50%. The discount rates applicable to Pivotal were derived from a weighted average cost of capital calculation.

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This analysis resulted in an implied enterprise value for Pivotal of $3,683 million to $4,383 million, as compared to the enterprise value of Pivotal based on the merger consideration of (i) $2,705 million (at VMware Class A common stock's closing share price of $143.72 on August 16, 2019), (ii) $2,784 million (at VMware Class A common stock's unaffected closing share price of $153.09 on August 14, 2019), (iii) $2,909 million (at VMware Class A common stock's unaffected 20-day VWAP of $167.90 as of August 14, 2019) and (iv) $3,238 million (at VMware Class A common stock's 52-week intraday high of $206.80 as of August 16, 2019). We refer to such reference enterprise values as the "Reference Values."

11-Year Discounted Cash Flow Analysis—Pivotal

Based on the In-VMware Case, Lazard performed a discounted cash flow analysis of Pivotal to calculate the estimated present value, as of an assumed closing date of November 2, 2019, of the unlevered free cash flows that Pivotal was forecasted to generate during the fiscal years 2020 through 2030. Lazard also calculated estimated terminal values for Pivotal by applying multiples ranging from 11.5x to 14.5x to the estimated terminal LTM Non-GAAP EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current EBIT multiples calculated for Pivotal. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 9.25% to 10.50%. The discount rates applicable to Pivotal were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied enterprise value for Pivotal of $3,788 million to $4,970 million, as compared to the Reference Values.

Selected Comparable Companies Analysis—Pivotal

Lazard reviewed and analyzed selected public software infrastructure peers that it viewed as generally relevant in evaluating the business of Pivotal. In performing these analyses, Lazard reviewed and analyzed certain publicly available financial information, implied multiples and market trading data relating to the selected comparable companies and compared such information to the corresponding information for Pivotal. Lazard compared Pivotal to the following public companies (the "Pivotal selected companies"):

•: Appian Corporation
•: Box, Inc.
•: Carbon Black, Inc.
•: Cloudera, Inc.
•: CommVault Systems Inc.
•: Domo, Inc.
•: Dropbox, Inc.
•: FireEye, Inc.
•: MobileIron Inc.
•: Nutanix, Inc.
•: Pegasystems Inc.
•: SailPoint Technologies Holdings, Inc.
•: Talend S.A.

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Although none of the selected companies is directly comparable to Pivotal, the companies included are publicly traded companies with operations and/or other criteria, such as lines of business, financial profile, markets, business risks and size and scale of business, which for purposes of analysis Lazard considered generally relevant.

Lazard calculated and reviewed various financial multiples and ratios for Pivotal and each of the Pivotal selected companies, including, among other things, (1) the multiple (which is referred to in this proxy statement as the EV/CY'19 Revenue multiple) of enterprise value (which is calculated as fully diluted equity value, plus debt, plus minority interest, less cash and cash equivalents, less equity investments in associate companies) to calendar year 2019 / fiscal year 2020 estimated revenue and (2) the multiple (which is referred to in this proxy statement as the EV/CY'20 Revenue multiple) of enterprise value to calendar year 2020 / fiscal year 2021 estimated revenue. The results of this analysis are summarized in the following table:



Third Quartile	6.3x	5.6x
Median	4.1	3.6
First Quartile	3.2	2.8

Based on the results of the foregoing analysis and Lazard's professional judgment, Lazard applied selected ranges of multiples to estimated calendar year 2019 / fiscal year 2020 data for Pivotal based on the In-VMware Case. For the EV/CY'19 Revenue multiple, Lazard applied a selected range of multiples of 3.0x to 5.5x to the estimated calendar year 2019 / fiscal year 2020 revenue of Pivotal. The results of the foregoing analysis implied an enterprise value for Pivotal of $2,293 million to $4,204 million, as compared to the implied enterprise value at an unaffected price of $2,784 million. For the EV/CY'20 Revenue multiple, Lazard applied a selected range of multiples of 2.75x to 4.75x to the estimated calendar year 2020 / fiscal year 2021 revenue of Pivotal. The results of the foregoing analysis implied an enterprise value for Pivotal of $2,309 million to $3,988 million, as compared to the implied enterprise value at an unaffected price of $2,784 million.

Selected Precedent Transactions Analyses

Lazard reviewed and analyzed certain publicly available financial information of target companies in selected precedent merger and acquisition transactions since 2013 involving companies it viewed as generally relevant in evaluating the business of Pivotal. In performing these analyses, Lazard analyzed certain financial information and transaction multiples relating to the target companies involved in the selected transactions and compared such information to the corresponding information for Pivotal.

Although none of the selected precedent transactions or the target companies party to such transactions is directly comparable to the transactions contemplated by the merger agreement or to Pivotal, all of the transactions were chosen because they involve transactions that, for purposes of analysis, may be considered generally relevant to the transactions contemplated by the merger agreement and/or involve targets that, for purposes of analysis, may be considered generally relevant to Pivotal.

For each of the selected transactions, Lazard calculated, to the extent information was publicly available, enterprise value as a multiple of last-twelve-months ("LTM") revenue and enterprise value as

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a multiple of next-twelve months ("NTM") revenue based on the selected transaction's announcement date. The selected transactions reviewed and the results of this analysis were as follows:

Date	Acquiror	Target

June 2019	Salesforce.com, Inc.	Tableau Software, Inc.	13.2x	10.9x
February 2019	Thoma Bravo, LLC	Ellie Mae, Inc.	7.0x	6.8x
February 2019	Investor Group led by Hellman & Friedman LLC	The Ultimate Software Group, Inc.	10.0x	8.3x
November 2018	Vista Equity Partners	Apptio, Inc.	8.2x	7.1x
November 2018	Elliott Management & Veritas Capital	Athena Health, Inc.	4.3x	3.9x
October 2018	International Business Machines Corp.	Red Hat, Inc.	10.7x	9.4x
October 2018	Thoma Bravo, LLC	Imperva, Inc.	5.0x	4.7x
July 2018	Broadcom Inc.	CA, Inc.	4.3x	4.3x
January 2018	SAP AG	Callidus Software Inc.	9.7x	8.1x
December 2017	Oracle Corporation	Aconex Limited	9.8x	8.4x
November 2017	Thoma Bravo, LLC	Barracuda Networks, Inc.	3.8x	3.6x
October 2017	Cisco Systems, Inc.	BroadSoft, Inc.	5.3x	4.6x
July 2017	Open Text Corporation	Guidance Software, Inc.	2.0x	1.9x
May 2017	Vista Equity Partners	Xactly Corporation	5.6x	4.8x
July 2016	Thoma Bravo, LLC	Imprivata, Inc.	4.0x	3.5x
June 2016	Microsoft Corporation	LinkedIn Corporation	8.2x	6.8x
June 2016	Thoma Bravo, LLC	Qlik Technologies Inc.	4.1x	3.5x
May 2016	Oracle Corporation	Opower, Inc.	3.5x	3.3x
May 2016	Accel-KKR	SciQuest, Inc.	3.5x	3.4x
April 2016	Vista Equity Partners	Cvent, Inc.	8.0x	6.5x
October 2015	Dell Inc.	EMC Corporation	2.9x	2.8x
April 2015	Canada Pension Plan Investment Board & Permira	Informatica Corporation	4.6x	4.3x
September 2014	Vista Equity Partners	TIBCO Software Inc.	4.0x	3.9x
September 2014	Thoma Bravo, LLC	Compuware Corporation	3.0x	3.0x
May 2013	Investor Group led by Bain Capital	BMC Software, Inc.	3.1x	2.9x

Based on Lazard's professional judgment after taking into account, among other things, such observed multiples, Lazard applied multiples of 3.5x to 5.75x to the In-VMware Case estimate of Pivotal's LTM revenue. This analysis resulted in an implied enterprise value reference range for Pivotal of $2,506 million to $4,117 million, as compared to the Reference Values. For the NTM Revenue multiple, Lazard applied multiples of 3.25x to 4.75x to the In-VMware Case estimate of Pivotal's NTM Revenue. This analysis resulted in an implied enterprise value reference range for Pivotal of $2,606 million to $3,809 million, as compared to the Reference Values.

Other Analyses—Pivotal

Among other analyses, the analyses and data relating to Pivotal described below were presented to the VMware Special Committee for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard's opinion.

The analyses and data described in this "Other Analyses—Pivotal" section were presented by Lazard to the VMware Special Committee for informational purposes only, because they were not relied on by Lazard in determining the fairness of the merger consideration to be paid by VMware in the merger. Lazard believes that the additional information relating to the analyst price targets and the premiums paid analyses primarily reflects illustrative assumptions or market observations and is therefore not a metric of intrinsic value appropriate for determining fairness.

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Analyst Price Targets Analysis

Lazard reviewed publicly available share price targets of eight Wall Street research analysts for Class A common stock from June 4, 2019 to August 8, 2019. The range of these target prices was $12.00 to $21.00, with a median of $18.00, resulting in an implied enterprise value range for Pivotal of $2,808 million to $5,767 million.

Premiums Paid Analysis

Lazard performed a premiums paid analysis based on premiums paid in U.S. merger and acquisition transactions since January 1, 2016 involving software companies where the target had exhibited a steep drop in its share price from its 52-week high, based on data from FactSet Research Systems, Inc., company filings and press releases. Lazard observed unaffected premiums ranging from 50% to 68% across the data set.

Based on the foregoing analyses and Lazard's professional judgment (including, without limitation, the size of the range obtained), Lazard applied a range of premiums from 50% to 70% to the unaffected Pivotal common stock closing price on August 14, 2019 to calculate an implied enterprise value range for Pivotal of $2,955 million to $3,501 million.

VMware Valuation Analyses

In addition to performing the above valuation analyses of Pivotal enterprise value, as well as the other analyses for informational purposes only described above, Lazard performed valuation analyses of VMware's enterprise value per share, to evaluate the form and amount of merger consideration to be paid in the merger. The following paragraphs summarize the VMware valuation analyses.

3-Year Discounted Cash Flow Analysis—VMware

Scenario A

Based on Scenario A, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2022. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 16.5x to 19.5x to the terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $151.55 to $179.90, as compared to VMware Class A common stock (i) closing share price of $143.72 on August 16, 2019, (ii) unaffected closing share price of $153.09 on August 14, 2019, (iii) 20-day VWAP of $167.90 as of August 14, 2019 and (iv) closing share price on July 26, 2019 of $178.31. We refer to such reference share prices values as the "Reference Prices."

Scenario B

Based on Scenario B, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2022. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 17.5x to 20.5x to the estimated terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The

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unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $149.53 to $176.10, as compared to the Reference Prices.

5-Year Discounted Cash Flow Analysis—VMware

Scenario A

Based on Scenario A and VMware management guidance for extrapolation, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2024. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 16.5x to 19.5x to the estimated terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $166.19 to $200.10, as compared to the Reference Prices.

Scenario B

Based on Scenario B and VMware management guidance for extrapolation, Lazard performed a discounted cash flow analysis of VMware to calculate the estimated present value, as of August 31, 2019, of the unlevered free cash flows that VMware was forecasted to generate during the fiscal years 2020 through 2024. Lazard also calculated estimated terminal values for VMware by applying multiples ranging from 17.5x to 20.5x to the estimated terminal LTM EBIT. The ranges of multiples were selected by Lazard using its professional judgment and expertise, utilizing historical and current LTM EBIT multiples calculated for VMware. The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 8.00% to 9.50%. The discount rates applicable to VMware were derived from a weighted average cost of capital calculation.

This analysis resulted in an implied share price for VMware on a standalone basis ranging from $170.54 to $204.09, as compared to the Reference Prices.

Selected Comparable Companies Analysis—VMware

Lazard reviewed and analyzed selected public large cap and high-growth software infrastructure peers that it viewed as generally relevant to VMware. In performing these analyses, Lazard reviewed and analyzed certain publicly available financial information, implied multiples and market trading data relating to the selected comparable companies and compared such information to the corresponding information for VMware. Lazard compared VMware to the following public companies (the "VMware selected companies"):

Large Cap Software

•: Cisco Systems, Inc.
•: Citrix Systems, Inc.
•: Microsoft Corporation

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•: Oracle Corporation
•: SAP SE

High-Growth Infrastructure

•: Arista Networks, Inc.
•: Nutanix Inc.
•: Palo Alto Networks, Inc.
•: Salesforce.com, Inc.
•: Splunk Inc.

Although none of the selected companies is directly comparable to VMware, the companies included are publicly traded companies with operations and/or other criteria, such as lines of business, financial profile, markets, business risks and size and scale of business, which for purposes of analysis Lazard considered generally relevant.

Scenario A

Based on an analysis of the VMware selected companies, Lazard selected ranges of multiples to estimated fiscal year 2020 data for VMware based on Scenario A (as discussed above). For the enterprise value to revenue multiple, Lazard applied a selected range of multiples of 5.0x to 7.5x to the estimated fiscal year 2020 revenue of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $116.04 to $174.67. For the enterprise value to Non-GAAP EBIT multiple, Lazard applied a selected range of multiples of 16.0x to 20.0x to the estimated fiscal year 2020 Non-GAAP EBIT of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $122.62 to $153.58.

Based on an analysis of the VMware selected companies, Lazard selected ranges of multiples to estimated fiscal year 2021 data for VMware based on Scenario A (as discussed above). For the enterprise value to revenue multiple, Lazard applied a selected range of multiples of 4.75x to 6.75x to the estimated fiscal year 2021 revenue of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $123.45 to $175.95. For the enterprise value to Non-GAAP EBIT multiple, Lazard applied a selected range of multiples of 14.0x to 18.0x to the estimated fiscal year 2021 Non-GAAP EBIT of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $118.27 to $152.41.

Scenario B

The implied enterprise values per share for fiscal year 2020 based on enterprise value to revenue and on enterprise value to Non-GAAP EBIT were the same in Scenario B as in Scenario A.

Based on an analysis of the VMware selected companies, Lazard selected ranges of multiples to estimated fiscal year 2021 data for VMware based on Scenario B (as discussed above). For the enterprise value to revenue multiple, Lazard applied a selected range of multiples of 4.75x to 6.75x to the estimated fiscal year 2021 revenue of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $121.22 to $172.78. For the enterprise value to Non-GAAP EBIT multiple, Lazard applied a selected range of multiples of 14.0x to 18.0x to the estimated fiscal year 2021 Non-GAAP EBIT of VMware. This analysis resulted in an implied share price for VMware on a standalone basis ranging from $114.27 to $147.27.

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Other Analyses—VMware

Among other analyses, the analyses and data relating to VMware described below were presented to the VMware Special Committee for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard's opinion.

Analyst Price Targets Analysis

Lazard reviewed publicly available share price targets of 20 Wall Street research analysts for the shares of VMware Class A common stock from May 30, 2019 to August 5, 2019. The range of these target prices was $130.00 to $224.00.

VMware Historical Trading Analysis

Lazard reviewed historical data with regard to the closing prices of VMware Class A common stock for the 52-week period to and including August 14, 2019. During the 52-week period to and including August 14, 2019, the intraday price of VMware Class A common stock ranged from a low of $129.33 to a high of $206.80.

Miscellaneous

The VMware Special Committee selected Lazard to act as its financial advisor in connection with the merger based on Lazard's qualifications, experience, reputation and familiarity with VMware and Pivotal and their respective businesses. Lazard is an internationally recognized investment banking firm providing a broad range of financial advisory and securities services. Lazard, as part of its investment banking business, is continually engaged in valuations of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts and valuations for other purposes.

In connection with Lazard's services as financial advisor to the VMware Special Committee with respect to the merger, VMware has agreed to pay Lazard an aggregate fee of $12 million, $2 million of which became payable upon the rendering of Lazard's opinion and the remainder of which is payable upon completion of the merger. Subject to certain limitations, VMware also has agreed to reimburse Lazard, subject to certain conditions, for its reasonable and documented out-of-pocket expenses incurred in connection with Lazard's engagement with respect to the merger, and to indemnify Lazard and related persons against certain liabilities arising out of its engagement. The Special Committee has also retained Lazard to provide advice on potential mergers and acquisitions and other strategic topics, for which Lazard is paid a quarterly fee of $500,000.

Lazard has in the past provided certain investment banking services to special committees of the VMware Board, for which Lazard has received compensation, including, in the past two years, having acted as financial advisor to special committees of the VMware Board (i) on VMware's $11 billion one-time special cash dividend (for which Lazard received aggregate fees of approximately $18 million) and (ii) in connection with potential mergers and acquisitions and other strategic topics (for which, as described above, Lazard receives a quarterly fee of $500,000). In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of VMware, Pivotal, Dell and certain of their respective affiliates for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of VMware, Pivotal, Dell and certain of their respective affiliates. In the two years prior to the date of Lazard's opinion letter, Lazard's financial advisory business has not been engaged to provide investment banking services to any of Pivotal, Silver Lake or Dell or their known affiliates (other than as described above).

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Other Presentations by Lazard

In addition to the presentation made to the VMware Special Committee on August 21, 2019, which has been filed with the SEC as an exhibit to the Schedule 13E-3 of which this proxy statement forms a part and as described in "Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)," copies of preliminary illustrative presentations presented or delivered by Lazard to the VMware Special Committee on July 25, 2019, July 30, 2019 and August 14, 2019 containing preliminary illustrative financial analyses also are attached as exhibits to such Schedule 13E-3. None of these other preliminary illustrative presentations by Lazard, alone or together, constitute, or form the basis of, an opinion of Lazard with respect to the merger consideration, and the preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the dates of the respective presentations.

Opinion and Materials of Financial Advisor to Dell (Moelis & Company)

At a meeting of the Dell Board held on August 21, 2019 to evaluate and approve the merger, Moelis & Company rendered its oral opinion to the Dell Board, confirmed by the delivery of a written opinion dated August 21, 2019, addressed to the Dell Board and to the board of directors of Denali (the "Denali Board"), to the effect that, as of the date of such opinion and based upon and subject to the conditions and limitations set forth in the opinion, the merger was fair from a financial point of view to Dell and Denali.

The full text of Moelis & Company's written opinion dated August 21, 2019, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this proxy statement and is incorporated herein by reference. Moelis & Company's opinion was provided for the use and benefit of each of the Dell Board and the Denali Board (solely in its capacity as such) in its evaluation of the merger. Moelis & Company's opinion was limited solely to the fairness, from a financial point of view, of the merger to Dell and Denali and did not address Dell's or VMware's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available to Dell or VMware. Moelis & Company's opinion did not constitute a recommendation as to how any holder of securities should vote or act with respect to the merger or any other matter. Moelis & Company's opinion was approved by a Moelis & Company fairness opinion committee.

In arriving at its opinion, Moelis & Company, among other things;

•: reviewed certain publicly available business and financial information, including publicly available research analysts' financial forecasts, relating to Pivotal and VMware;
•: reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of Pivotal furnished to Moelis & Company by each of Dell and Pivotal, including financial forecasts for Pivotal provided to or discussed with us by the management of Dell (the "Pivotal Standalone Case") and the Revised Outlook provided to or discussed with us by the management of Pivotal;
•: reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of VMware furnished to us by VMware, including financial forecasts for VMware provided to or discussed with us by the management of VMware (the "VMware Management Case");
•: reviewed financial forecasts for Pivotal reflecting VMware management's view of Pivotal's forecasted performance as a wholly owned subsidiary of VMware following the merger (referred to in this proxy statement as the In-VMware Case), including certain internal information

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relating to cost savings, synergies and related expenses expected to result from the merger (the "Expected Synergies") and certain other pro forma financial effects of the merger furnished to us by VMware;

•: conducted discussions with members of the senior managements and representatives of Dell and VMware, and advisors of VMware and Pivotal, concerning the foregoing information, as well as the businesses and prospects of Pivotal and VMware generally;
•: reviewed publicly available financial and stock market data of certain other companies in lines of business that we deemed relevant;
•: reviewed drafts of the merger agreement, dated August 20, 2019, and the support agreement, dated August 20, 2019; and
•: conducted such other financial studies and analyses and took into account such other information as we deemed appropriate.

In connection with its review, with the consent of the Dell and Denali Boards, Moelis & Company relied on the information supplied to, discussed with or reviewed by it for purposes of its opinion being complete and accurate in all material respects. Moelis & Company did not assume any responsibility for independent verification of any of such information. With the consent of the Dell and Denali Boards, Moelis & Company relied upon, without independent verification, the assessment of Dell and VMware and their respective legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts and other information relating to Pivotal, VMware, the Expected Synergies and other pro forma financial effects referred to above and summarized under "—Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor," Moelis & Company assumed, at the direction of the Dell and Denali Boards, that they had been reasonably prepared on a basis reflecting the best then-currently available estimates and judgments of the management of Dell, Pivotal or VMware, as the case may be, as to the future performance of Pivotal and VMware, such Expected Synergies (including the amount, timing and achievability thereof) and such other pro forma financial effects. Moelis & Company also assumed, at the direction of the Dell and Denali Boards, that the future financial results (including the Expected Synergies) reflected in such forecasts and other information will be achieved at the times and in the amounts projected. At the direction of the Dell and Denali Boards, Moelis & Company used the Pivotal Standalone Case, the VMware Management Case and the In-VMware Case (including the Expected Synergies and other pro forma financial effects referred to above) for the purposes of Moelis & Company's analyses and its opinion. Moelis & Company expressed no views as to the reasonableness of any financial forecasts or the assumptions on which they were based. In addition, with the consent of the Dell and Denali Boards, Moelis & Company did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance sheet, or otherwise) of Dell, Pivotal or VMware, nor was Moelis & Company furnished with any such evaluation or appraisal.

Moelis & Company's opinion did not address Dell's or VMware's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available to Dell or VMware and did not address any legal, regulatory, tax or accounting matters. At the direction of the Dell and Denali Boards, Moelis & Company was not asked to, nor did it, offer any opinion as to any terms of the merger agreement or any aspect or implication of the merger, except for the fairness of the merger from a financial point of view to Dell and Denali. With the consent of the Dell and Denali Boards, Moelis & Company's opinion as to such fairness is based solely on the value of Dell's economic interest in Pivotal and VMware before the merger as compared to the value of Dell's economic interest in VMware (including Pivotal) following, and pro forma for, the merger, with such values based upon discounted cash flow analyses of Pivotal and VMware. With the consent of the Dell and Denali Boards, Moelis & Company expressed no

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opinion as to the Class A merger consideration or the Class B merger consideration or to the relative values thereof.

With the consent of the Dell and Denali Boards, Moelis & Company expressed no opinion as to what the value of VMware Class B common stock actually will be when issued pursuant to the merger or the prices at which the common stock of any of Dell, Pivotal or VMware may trade at any time. In rendering its opinion, Moelis & Company assumed, with the consent of the Dell and Denali Boards, that the final executed form of the merger agreement would not differ in any material respect from the draft Moelis & Company had reviewed, that the merger would be consummated in accordance with its terms without any waiver or modification that could be material to Moelis & Company's analysis, and that the parties to the merger agreement would comply with all the material terms thereof. Moelis & Company assumed, with the consent of the Dell and Denali Boards, that all governmental, regulatory or other consents and approvals necessary for the completion of the merger would be obtained except to the extent that could not be material to Moelis & Company's analysis.

Moelis & Company's opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis & Company as of, the date of its opinion, and Moelis & Company assumed no responsibility to update its opinion for developments after the date of its opinion.

Moelis & Company's opinion was provided for the use and benefit of each of the Dell and Denali Boards (solely in its capacity as such) in their evaluation of the merger. Moelis & Company's opinion did not constitute a recommendation as to how any holder of securities should vote or act with respect to the merger or any other matter. Moelis & Company's opinion did not address the fairness of the merger or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of Dell, VMware or Pivotal, other than the fairness of the merger from a financial point of view to Dell and Denali. In addition, Moelis & Company did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger, or any class of such persons. Moelis & Company's opinion was approved by a Moelis & Company fairness opinion committee.

Implied Value Creation Analysis

The following is a summary of the implied value creation analysis presented by Moelis & Company to the Dell Board at its meeting held on August 21, 2019, in connection with its opinion. The summary below includes information presented in tabular format. In order to fully understand Moelis & Company's analysis, the tables must be read together with the text of the summary. Considering the data described below without considering the full narrative description of such analysis, including the methodologies and assumptions underlying such analysis, could create a misleading or incomplete view of Moelis & Company's analysis.

To evaluate the impact of the merger to Dell, Moelis & Company compared Dell's implied economic interest in each of Pivotal and VMware prior to a merger ("Pre-Transaction") against Dell's implied economic interest in each of Pivotal and VMware following a merger ("Post-Transaction").

To do so, Moelis & Company performed discounted cash flow ("DCF") analyses using certain of the financial forecasts and other information and data described above, as directed by the Dell and Denali Boards, to derive implied enterprise values for each of Pivotal and VMware, by calculating an estimate of the present value of (1) the estimated future unlevered free cash flows projected to be generated by each such company and (2) the estimated terminal values of each such company. Moelis & Company then adjusted such implied enterprise values by the net debt of each of Pivotal and VMware, as applicable, to derive implied equity values for each of Pivotal and VMware.

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Moelis & Company then took such implied equity values and determined the portion of such implied equity values attributable to Dell on a Pre-Transaction and Post-Transaction basis, using the illustrative fully-diluted equity ownership data shown below. Such fully-diluted equity ownership data was derived by Moelis & Company based on public filings and inputs from Dell, VMware and Pivotal management, with (1) Pre-Transaction figures assuming an unaffected price for the common stock of Pivotal and VMware as of August 14, 2019 and (2) Post-Transaction figures assuming an exchange ratio of 0.055 shares of VMware for each Pivotal share owned by Dell and an exchange ratio of 0.104 for dilutive securities, including unvested options and restricted stock units.



% Dell Direct Ownership in Pivotal	45.2	%	0	%
% VMware Direct Ownership in Pivotal	15.2	%	100	%
% Aggregate Dell Ownership in Pivotal	57.0	%	77.2	%
% Dell Ownership in VMware	77.4	%	77.2	%

With respect to Pivotal, Moelis & Company performed DCF analyses to derive implied enterprise values of Pivotal (1) as a standalone enterprise on a Pre-Transaction basis, using the Pivotal Standalone Case, and (2) as if operated under the ownership of VMware on a Post-Transaction basis, using the In-VMware Case, in each case as further described below. Moelis & Company then adjusted such implied enterprise values by the net debt under each scenario to derive implied equity values. Moelis & Company then calculated the portion of such implied equity values attributable to Dell on a Pre-Transaction and Post-Transaction basis using the fully-diluted equity ownership figures set forth above.

With respect to VMware, Moelis & Company performed a DCF analysis to derive an implied enterprise value range of VMware using the VMware Management Case, as further described below. Moelis & Company then adjusted such implied enterprise values by the net debt to derive an implied equity value range. Moelis & Company then calculated the portion of such implied equity value attributable to Dell on a Pre-Transaction and Post-Transaction basis using the fully-diluted equity ownership figures set forth above.

In addition to the foregoing, in the Post-Transaction case, Moelis & Company separately adjusted Dell's economic aggregate interest in Pivotal and VMware following the merger to account for (1) estimated cash consideration of $1,684 million being paid to shareholders of Pivotal other than Dell and VMware, (2) estimated VMware and Pivotal transaction fees and expenses of $80 million, as directed by the Dell and Denali Boards, and (3) estimated Dell transaction fees and expenses of $25 million, as directed by the Dell and Denali Boards.

For purposes of all DCF analyses, Moelis & Company treated stock based compensation as a cash expense and calculated unlevered free cash flows as non-GAAP operating income, less cash taxes, plus non-GAAP depreciation and amortization expenses, less capital expenditures, less increases in net working capital and other cash items, less stock based compensation.

Pivotal Implied Value Creation Analysis

Pre-Transaction

To calculate Dell's economic interest in Pivotal on a Pre-Transaction basis, Moelis & Company performed a DCF analysis of Pivotal using the Pivotal Standalone Case to derive Pivotal's implied enterprise value as a standalone company. Moelis & Company then adjusted such implied enterprise value by the net debt of Pivotal to derive Pivotal's implied equity value as a standalone company. In performing such DCF analysis, Moelis & Company utilized a range of discount rates of 9.25% to 12.5%. Moelis & Company selected the range of discount rates based on an estimate of Pivotal's weighted average cost of capital ("WACC"), as a standalone company, that reflected a derived cost of

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equity using (i) a selected range of betas and debt to total capitalization ratios in each case informed by selected public companies that Moelis & Company deemed relevant for purposes of this analysis and (ii) a size premium based on public companies with equity values similar to Pivotal. The foregoing range of discount rates was used to calculate the estimated present values as of October 31, 2019 of (i) Pivotal's estimated standalone unlevered free cash flows for the final three months of fiscal year 2020 through fiscal year 2030 and (ii) a range of Pivotal's estimated terminal values derived by applying a range of multiples, selected by Moelis & Company, of 3.5x to 6.0x to Pivotal's estimated revenue for the NTM period following fiscal year 2030. The selected range of multiples was informed by considering the historical trading range of Pivotal as well as revenue multiples for selected publicly traded companies that Moelis & Company deemed relevant for Pivotal.

Based on the foregoing, Moelis & Company derived an implied equity value range for Pivotal on a Pre-Transaction basis of $3,219 million to $6,310 million. Using the Pre-Transaction fully diluted equity ownership figures set forth above, Moelis & Company calculated that the portion of such implied equity values attributable to Dell on a Pre-Transaction basis ranged from $1,836 million to $3,599 million.

Post-Transaction

To calculate Dell's economic interest in Pivotal on a Post-Transaction basis, Moelis & Company performed a DCF analysis of Pivotal using the In-VMware Case to derive an implied enterprise value of Pivotal as if Pivotal operated under the ownership of VMware. Moelis & Company then adjusted such implied enterprise value by the net debt of Pivotal to derive Pivotal's implied equity value as if operated under the ownership of VMware. In performing such DCF analysis, Moelis & Company utilized a range of discount rates of 7.50 to 10.75%. Moelis & Company selected the range of discount rates based on an estimate of Pivotal's WACC, if operated under the ownership of VMware, that reflected a derived cost of equity using (i) a selected range of betas informed by selected public companies that Moelis & Company deemed relevant for purposes of this analysis, (ii) debt to total capitalization ratios informed by selected public companies that Moelis & Company deemed relevant for purposes of this analysis and (ii) a size premium based on public companies with equity values similar to VMware. The foregoing range of discount rates was used to calculate the estimated present values as of October 31, 2019 of (i) Pivotal's estimated unlevered free cash flows, as if Pivotal operated under the ownership of VMware, for the final three months of fiscal year 2020 through fiscal year 2030 and (ii) a range of Pivotal's estimated terminal values derived by applying a range of multiples, selected by Moelis & Company, of 3.5x to 6.0x to Pivotal's estimated revenue for the NTM period following fiscal year 2030, as if Pivotal operated under the ownership of VMware. The selected range of multiples was informed by considering the historical trading range of Pivotal as well as revenue multiples for selected publicly traded companies that Moelis & Company deemed relevant for Pivotal.

Based on the foregoing, Moelis & Company derived an implied equity value range for Pivotal on a Post-Transaction basis of $4,520 million to $8,371 million. Using the Post-Transaction fully diluted equity ownership figures set forth above, Moelis & Company calculated that the portion of such implied equity values attributable to Dell on a Post-Transaction basis ranged from $3,490 million to $6,465 million.

In addition, Moelis & Company separately adjusted the above range of implied equity values attributable to Dell on a Post-Transaction basis by the portion attributable to Dell of the estimated cash consideration being paid by VMware to shareholders of Pivotal (other than Dell and VMware) in the merger, to arrive at a range of net implied equity values attributable to Dell on a Post-Transaction Basis of $2,189 million to $5,164 million.

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Pivotal Implied Value Creation

To determine the implied value to be created for Dell with respect to Pivotal in the merger, Moelis & Company compared the range of implied equity values of Pivotal attributable to Dell on a Pre-Transaction basis with the range of net implied equity values of Pivotal attributable to Dell on a Post-Transaction basis to arrive at an implied value created range with respect to Pivotal of $353 million to $1,565 million.

A summary of the foregoing analysis is presented in the table below:

	Pre-Transaction						Post-Transaction						Variance

(in millions)	Low			High			Low			High			Low			High
Pivotal Implied Equity Value Range	$	3,219		$	6,310		$	4,520		$	8,371		$	1,300		$	2,062
% Aggregate Dell Ownership in Pivotal		57.0	%		57.0	%		77.2	%		77.2	%		20.2	%		20.2	%

Pivotal Implied Equity Value Range Attributable to Dell	$	1,836		$	3,599		$	3,490		$	6,465		$	1,654		$	2,866
Less: Cash Consideration Payable by VMware		—			—		$	(1,684	)	$	(1,684	)	$	(1,684	)	$	(1,684	)
% Dell Ownership in VMware		77.4	%		77.4	%		77.2	%		77.2	%		(0.2	)%		(0.2	)%

Less: Cash Consideration Payable by VMware Attributable to Dell		—			—		$	(1,301	)	$	(1,301	)	$	(1,301	)	$	(1,301	)

Pivotal Net Implied Equity Value Range Attributable to Dell	$	1,836		$	3,599		$	2,189		$	5,164		$	353		$	1,565

VMware Implied Value Creation Analysis

To calculate Dell's economic interest in VMware on a Pre-Transaction and Post-Transaction basis, Moelis & Company performed a DCF analysis of VMware using the VMware Management Case forecasts to derive VMware's implied enterprise value. Moelis & Company then adjusted such implied enterprise value by the net debt of VMware to derive VMware's implied equity value. In performing such DCF analysis, Moelis & Company utilized a range of discount rates of 6.5% to 9.0%. Moelis & Company selected the range of discount rates based on an estimate of VMware's WACC, as a standalone company, that reflected a derived cost of equity using (i) a selected range of betas and debt to total capitalization ratios in each case informed by selected public companies that Moelis & Company deemed relevant for purposes of this analysis and (ii) a size premium based on public companies with equity values similar to VMware. The foregoing range of discount rates was used to calculate the estimated present values as of October 31, 2019 of (i) VMware's estimated standalone unlevered free cash flows for the final three months of fiscal year 2020 through fiscal year 2024 and (ii) a range of VMware's estimated terminal values derived by applying a range of multiples, selected by Moelis & Company, of 15.0x to 25.0x to VMware's estimated unlevered free cash flow for the NTM period following fiscal year 2024. The selected range of multiples was informed by considering the historical trading range of VMware as well as unlevered free cash flow multiples for selected publicly traded companies that Moelis & Company deemed relevant for VMware.

Based on the foregoing, Moelis & Company derived an implied equity value range for VMware of $72,570 million to $125,741 million.

Pre-Transaction

Using the Pre-Transaction fully diluted equity ownership figures set forth above, Moelis & Company calculated that the portion of such implied equity values attributable to Dell on a Pre-Transaction basis ranged from $56,170 million to $97,325 million.

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Post-Transaction

Using the Post-Transaction fully diluted equity ownership figures set forth above, Moelis & Company calculated that the portion of such implied equity values attributable to Dell on a Post-Transaction basis ranged from $56,043 million to $97,105 million.

VMware Implied Value Creation

To determine the implied value to be created for Dell with respect to VMware in the merger, Moelis & Company compared the range of implied equity values of VMware attributable to Dell on a Pre-Transaction basis with the range of implied equity values of VMware attributable to Dell on Post-Transaction basis. Given the reduction in Dell's ownership in VMware due to the transaction, the analysis used the highest implied equity value to derive the low range economic value accretion, and used the lowest implied equity value to derive the high range economic value accretion. The analysis implied the value creation range with respect to VMware of $(220) million to $(127) million.

A summary of the foregoing analysis is presented in the table below:

	Pre-Transaction						Post-Transaction						Variance

	Low			High			Low			High			Low			High
	(in millions)
VMware Implied Equity Value Range	$	125,741		$	72,570		$	125,741		$	72,570		$	0		$	0
% Dell Ownership in VMware		77.4	%		77.4	%		77.2	%		77.2	%		(0.2	)%		(0.2	)%

VMware Implied Equity Value Range Attributable to Dell	$	97,325		$	56,170		$	97,105		$	56,043		$	(220	)	$	(127	)

Aggregate Implied Value Creation Analysis

To determine the aggregate implied value created for Dell with respect to both Pivotal and VMware in the merger, Moelis & Company aggregated the implied value created ranges for Pivotal and VMware as set forth above. In addition, Moelis & Company separately adjusted such range by the aggregate estimated transaction expenses incurred by VMware and Dell and that would be economically attributable to Dell, as provided by Dell. After such adjustment, Moelis & Company arrived at an aggregate implied value created range of $47 million to $1,352 million.

A summary of the foregoing is presented in the table below:

	Low			High

	(in millions)
Pivotal Net Implied Equity Value Created and Attributable to Dell	$	353		$	1,565
VMware Implied Equity Value Created and Attributable to Dell	$	(220	)	$	(127	)
Less: Dell Transaction Expenses	$	(25	)	$	(25	)
Less: VMware and Pivotal Transaction Expenses Attributable to Dell	$	(62	)	$	(62	)

Aggregate Implied Equity Value Created and Attributable to Dell	$	47		$	1,352

The implied value creation analysis described above does not reflect all potential incremental or negative value considerations. Among other things, such analysis does not reflect (1) Pivotal's balance of net operating losses and other potential tax attributes that may become available to VMware as a result of the merger, (2) the potential impact to Dell's standalone business associated with the merger, including synergies associated with greater integration between Dell's business and Pivotal's business, when operating under VMware ownership or (3) the potential impact of Pivotal's financial profile, including its negative cash flows, to the standalone valuation of VMware.

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Miscellaneous

The summary of the foregoing analyses is not a complete description of Moelis & Company's opinion or the analyses underlying, and factors considered in connection with, Moelis & Company's opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis & Company's opinion. With the consent of the Dell and Denali Boards, Moelis & Company's opinion as to such fairness is based solely on the implied value of Dell's economic interest in Pivotal and VMware before the merger as compared to the value of Dell's economic interest in VMware (including Pivotal) following, and pro forma for, the merger, with such values based upon DCF analyses of Pivotal and VMware. Unless otherwise noted, all dollar amounts are rounded to the nearest million.

The publicly traded companies selected by Moelis & Company as being relevant for purposes of this analysis are not identical to VMware or Pivotal. Neither the implied value creation analysis nor any of the DCF analyses comprising the implied value creation analysis, in each case as described above, purports to be an appraisal, nor do they necessarily reflect the prices at which the businesses or securities actually may be sold. Analyses based upon future forecasts are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither the Company, nor Moelis & Company or any other person assumes responsibility if future results are materially different from those forecast.

The Class A merger consideration and Class B merger consideration was determined through arm's length negotiations among Dell, Pivotal and VMware and was approved by their respective boards. Moelis & Company expressed no opinion as to such consideration and did not recommend any specific consideration to Dell or the Dell or Denali Boards, or that any specific consideration constituted the only appropriate consideration for the merger.

The Dell Board selected Moelis & Company as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions contemplated by the merger agreement. Moelis & Company will receive a fee for its services of $5.0 million in the aggregate, $1.0 million of which was paid in connection with the delivery of its opinion. In addition, Dell may pay Moelis & Company an additional fee in its sole and absolute discretion in connection with the consummation of the merger. Furthermore, Dell has agreed to indemnify Moelis & Company for certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

Moelis & Company's affiliates, employees, officers and partners may at any time own securities (long or short) of Dell, Pivotal and VMware. Moelis & Company has provided investment banking services to Dell and Silver Lake, a shareholder of Dell, unrelated to the merger and in the future may provide such services to Dell, Silver Lake, and VMware and have received and may receive compensation for such services. In the past two years prior to the date of the opinion, Moelis & Company acted as, among other things, (1) a financial and listing advisor to Dell in connection with the exchange of Dell's Class V tracking stock for Dell's Class C common stock, for which it received a fee of $1.5 million, and (2) a sell side financial advisor to a portfolio company of Silver Lake, for which it received a fee of $14.0 million.

The presentation dated August 21, 2019, prepared by Moelis & Company and presented to the Dell Board on August 21, 2019 has been filed with the SEC as an exhibit to the Schedule 13E-3 of which this proxy statement forms a part and is incorporated herein. A draft version of such presentation was prepared by Moelis & Company and shared with, but not presented to, the Dell Board on the same

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day. Such draft version used preliminary share ownership figures, which were subsequently updated by Dell's management prior to the meeting of the Dell Board on August 21, 2019, but was otherwise substantially the same as the version ultimately presented. The draft presentation has also been filed with the SEC as an exhibit to the Schedule 13E-3. The Schedule 13E-3, including the Moelis & Company presentation and draft presentation is available in the manner described in the section "Where You Can Find More Information."

Presentations of Financial Advisor to Dell (Goldman Sachs)

Summary of Presentations Provided by Goldman Sachs

Dell retained Goldman Sachs as Dell's financial advisor in connection with its consideration of the possible sale of all or a portion of Dell's stake in Pivotal. In this capacity, representatives of Goldman Sachs provided Dell with financial advice and assistance, including performing financial analyses and assisting Dell in negotiating the financial aspects of the transactions contemplated by the merger agreement. Although Goldman Sachs generally acted as financial advisor to Dell, Goldman Sachs was not requested to provide, and it did not provide, to Dell, Pivotal, VMware, the holders of any class of securities, creditors or other constituencies of Dell, Pivotal or VMware, or any other person (i) any opinion as to the fairness, from a financial point of view or otherwise, of the transactions contemplated by the merger agreement or the merger consideration to Dell, Pivotal, VMware or the holders of any class of securities, creditors or other constituencies of Dell, Pivotal or VMware, (ii) any valuation of Pivotal or VMware for the purpose of assessing the fairness of the merger consideration to any such person or (iii) any advice as to the underlying decision by Dell whether to approve the transactions contemplated by the merger agreement, or as to any other matter. At various times during the course of Goldman Sachs's engagement as financial advisor to Dell, representatives of Goldman Sachs discussed with the management of Dell various considerations with respect to the possible sale of all or a portion of its stake in Pivotal, which discussions included presentations prepared by representatives of Goldman Sachs (the "Goldman Sachs Presentations"). The analyses and information contained in the Goldman Sachs Presentations were included by Goldman Sachs based on requests from the management of Dell, discussions between the management of Dell and the representatives of Goldman Sachs regarding what analyses and information would be helpful to the Dell Board at various points during the course of the transaction, and Goldman Sachs's professional judgment and experience, but not with a view towards those financial analyses supporting a fairness opinion. The Goldman Sachs Presentations were sent generally to the Dell Board. References to the "management of Dell" in this section "—Presentations of Financial Advisor to Dell (Goldman Sachs)" refer to the limited subgroup of Dell's executive management that were involved in considering the transactions contemplated by the merger agreement.

The Goldman Sachs Presentations were provided solely for the benefit of the Dell Board (in their capacities as such) for their information and assistance in connection with their consideration of the transactions contemplated by the merger agreement. The Goldman Sachs Presentations do not convey rights or remedies upon the holders of any class of securities, creditors or other constituencies of Dell, Pivotal or VMware or any other person and should not be relied on as the basis for any other purpose or any investment decision.

The full text of the Goldman Sachs Presentations, which sets forth assumptions made in connection with the analysis, have been filed with the SEC as exhibits to the Schedule 13E-3 of which this proxy statement forms a part and are incorporated herein by reference. The Schedule 13E-3, including the Goldman Sachs Presentations is available in the manner described in the section "Where You Can Find More Information." The information in each Goldman Sachs Presentation is subject to the assumptions, limitations, qualifications and other conditions contained therein and is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such presentation. The Goldman Sachs Presentations do

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not constitute a recommendation to Dell, Pivotal, VMware or any of their respective shareholders or other entity with respect to the transactions contemplated by the merger agreement, or any other matter. The Goldman Sachs Presentations do not constitute, and are not intended to represent, any view or opinion as to the fairness, from a financial point of view or otherwise, of the transactions contemplated by the merger agreement, or any aspect, term or implication of the merger consideration to Dell, Pivotal, VMware, the holders of any class of securities, creditors or other constituencies of Dell, Pivotal or VMware or to any other person.

In connection with the Goldman Sachs Presentations, Goldman Sachs reviewed, among other things, certain publicly available business and financial information concerning Dell, Pivotal, and VMware and certain internal financial analyses and forecasts for Pivotal prepared by its management as approved for Goldman Sachs's use by Dell and certain internal financial analyses and forecasts for VMware prepared by its management as approved for Goldman Sachs's use by Dell, which are referred to collectively in this section "—Presentations of Financial Advisor to Dell (Goldman Sachs)" as the "forecasts." For information regarding the preparation of the forecasts, see the section of this proxy statement entitled "—Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor." The management of Dell did not give any specific instructions nor impose any limitations on Goldman Sachs with respect to Goldman Sachs's preparation of the Goldman Sachs Presentations.

Goldman Sachs also held discussions with certain members of the management of Dell regarding their assessment of the strategic and financial rationale for, and the potential benefits of, the transactions contemplated by the merger agreement and the past and current business operations, financial condition, and future prospects of Pivotal and VMware and considered such other factors, as Goldman Sachs deemed appropriate.

In preparing the Goldman Sachs Presentations and providing the analysis set forth in the Goldman Sachs Presentations, Goldman Sachs, with Dell's consent, relied upon and assumed, without assuming responsibility or liability for independent verification, the accuracy, completeness and reasonableness of all industry, financial, legal, regulatory, tax, accounting and other information that was publicly available or obtained from data suppliers and other third parties or was furnished to or discussed with Goldman Sachs by Dell or otherwise reviewed by or for Goldman Sachs. No representation or warranty, express or implied, was made by Goldman Sachs in relation to the accuracy or completeness of the information presented in the Goldman Sachs Presentations or their suitability for any particular purpose. Goldman Sachs (i) expressed no view, opinion, representation, guaranty or warranty (in each case, express or implied) regarding the reasonableness or achievability of any financial projections, other estimates and other forward-looking information or the assumptions upon which they are based and (ii) relied upon the assurances of the management of Dell that they were unaware of any facts or circumstances that would make such information (including, without limitation, any financial projections, other estimates and other forward-looking information) incomplete, inaccurate or misleading. Goldman Sachs did not conduct and was not provided with any independent valuation or appraisal of any assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Pivotal, VMware or any other company or business, nor did Goldman Sachs evaluate the solvency of Pivotal, VMware or any other company or business under any state or federal laws relating to bankruptcy, insolvency or similar matters or the ability of Pivotal or VMware to pay their respective obligations when they come due. With respect to (i) the forecasts and any estimates or other forward-looking information provided by or discussed with Dell, Goldman Sachs was advised by the management of Dell, and Goldman Sachs assumed, that such forecasts, estimates and other forward-looking information utilized in their analyses had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the managements of Pivotal and VMware respectively, as to the expected future performance of Pivotal and VMware, respectively, and had been reviewed and approved by the management of Dell with the understanding that such information would

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be used and relied upon by Goldman Sachs in connection with the preparation of the Goldman Sachs Presentations and the performance of the analyses set forth therein, and (ii) any financial projections, other estimates and/or other forward-looking information obtained by Goldman Sachs from public sources, data suppliers and other third parties, Goldman Sachs assumed that such information was reasonable and reliable. Goldman Sachs expressed no view as to any of the foregoing analyses, projections or forecasts or the assumptions on which they were based, and the management of Dell confirmed that Goldman Sachs could rely upon such analyses, projections, assumptions and forecasts when preparing the Goldman Sachs Presentations and in rendering the analysis set forth therein. Goldman Sachs, with the consent of Dell, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof; accordingly, Goldman Sachs relied on the assessments made by the management of Dell and advisors to Dell with respect to such issues. The matters considered by Goldman Sachs in their financial analyses and reflected in the Goldman Sachs Presentations were necessarily based on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors as in effect on, and information made available to Goldman Sachs as of the date of such Goldman Sachs Presentation. Many such conditions are beyond the control of Dell, Pivotal, VMware and Goldman Sachs. Accordingly, the analyses included in the Goldman Sachs Presentations are inherently subject to uncertainty, and neither of Goldman Sachs nor any other person assumes responsibility if future results are different from those forecasted. Furthermore, it should be understood that subsequent developments may affect the views expressed in the Goldman Sachs Presentations and that Goldman Sachs does not have any obligation to update, revise or reaffirm its financial analyses or the Goldman Sachs Presentations based on circumstances, developments or events occurring after the date of such Goldman Sachs Presentation. With respect to the financial analyses performed by Goldman Sachs in the Goldman Sachs Presentations: (a) such financial analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses and (b) such financial analyses do not purport to be appraisals or to reflect the prices at which shares or other securities or financial instruments of or relating to the common stock, the VMware Class A common stock or the VMware Class B common stock may trade or otherwise be transferable at any time.

The Goldman Sachs Presentations should not be viewed as a recommendation with respect to any matter pertaining to the transactions contemplated by the merger agreement. The terms of the transactions contemplated by the merger agreement, including the merger consideration, were determined solely through negotiations between the parties to the merger agreement. The Goldman Sachs Presentations did not address the relative merits of the transactions contemplated by the merger agreement or any other transactions contemplated in connection with the transactions contemplated by the merger agreement compared to other business strategies or transactions that may have been considered by the Dell Board.

The following is a summary of the material financial analyses contained in the Goldman Sachs Presentations, which is qualified in its entirety by the full text of the Goldman Sachs Presentations. The following summary does not, however, purport to be a complete description of the financial analyses or data presented by Goldman Sachs, nor does the order of analyses or presentations represent relative importance or weight given to those analyses or presentations by Goldman Sachs. The Goldman Sachs Presentations were supplemented by Goldman Sachs's oral discussion, the nature and substance of which is summarized herein. Considering the summaries set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying these analyses, could create a misleading or incomplete view of the Goldman Sachs Presentations.

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The Goldman Sachs Presentations

The Goldman Sachs Presentations are presentations that representatives of Goldman Sachs presented to the Dell Board with respect to the transactions contemplated by the merger agreement and consisted of preliminary financial analyses related to those transactions as described below.

The August 13 Presentation

The presentation that representatives of Goldman Sachs sent to the Dell Board on August 13, 2019 reviewed a range of financial considerations and implications related to the transactions contemplated by the merger agreement, including: (i) a summary of VMware's August 13, 2019 proposal; (ii) a historical exchange ratio analysis based on information Goldman Sachs obtained from Bloomberg, including (1) the closing prices of the VMware Class A common stock and the Class A common stock on August 12, 2019, (2) the high and low closing prices of the VMware Class A common stock and the Class A common stock for the 52-week period ended on August 12, 2019, and (3) the volume weighted average prices (the "VWAP") of the VMware Class A common stock and the Class A common stock for various trading day periods ended on August 12, 2019, which such analysis indicated: (a) a range of implied exchange ratios of VMware Class B common stock to Class B common stock of 0.053 to 0.141, (b) a range of implied values (the "implied values") of the VMware Class B common stock issued to Dell of $1.110 billion to $2.930 billion, and (c) a range of differences between the implied value of the VMware Class B common stock issued to Dell based on the exchange ratio of 0.0550 of a share of VMware Class B common stock for each share of Class B common stock (the "Exchange Ratio") and the implied values of $(34) million to $1.786 billion; and (iii) an overview of potential collar structures.

The August 21 Presentation

The presentation that representatives of Goldman Sachs sent to the Dell Board on August 21, 2019 updated certain of the financial considerations and implications presented in the prior presentation, including: (i) based on information Goldman Sachs obtained from Bloomberg and SEC filings, a situation update; (ii) based on information Goldman Sachs obtained from Bloomberg, the historical trading prices of the Class A common stock and VMware Class A common stock compared to the S&P 500 for the period from Pivotal's IPO of the Class A common stock in April 2018 to August 20, 2019 and for the period from the release of Pivotal's financial results for its fiscal quarter ended May 3, 2019 on June 6, 2019, which is Pivotal's first quarter of the fiscal year 2020, to August 20, 2019; and (iii) based on the forecasts and information Goldman Sachs obtained from Thomson One, an illustrative analysis at various prices, assuming (a) the Exchange Ratio and the implied price per share of the Class A common stock based on the price per share of the VMware Class A common stock on August 14, 2019, the last trading day prior to public announcement of VMware's August 13, 2019 proposal (the "August 14 assumption"), (b) the Exchange Ratio and the implied price per share of the Class A common stock based on the price per share of VMware Class A common stock on August 20, 2019 (the "August 20 assumption"), and (c) the Exchange Ratio and a $15.00 price per share of Class A common stock (the "$15.00 assumption"), which such analysis indicated the implied enterprise value of Pivotal standalone as a multiple of the estimated revenue for Pivotal for the fiscal year 2021: (1) for the August 14 assumption, 1.9x based on Pivotal FY2021E revenue Goldman Sachs obtained from Thomson One and 1.8x based on Pivotal FY2021E revenue from the forecasts, (2) for the August 20 assumption, 1.7x based on both Pivotal FY2021E revenue Goldman Sachs obtained from Thomson One and from the forecasts, and (3) for the $15.00 assumption, 4.3x based on Pivotal FY2021E revenue Goldman Sachs obtained from Thomson One and 4.1x based on Pivotal FY2021E revenue from the forecasts.

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Miscellaneous

As described above, Goldman Sachs was not asked to, and did not, render any opinion as to the fairness of the transactions contemplated by the merger agreement. The Goldman Sachs Presentations were one of many factors taken into consideration by the Dell Board in considering the transactions contemplated by the merger agreement.

Goldman Sachs believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of these analyses as a whole, could create an incomplete view of the processes underlying the analyses. As a result, any potential indications of valuation resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes. The order of analyses described does not represent the relative importance or weight given to those analyses by Goldman Sachs. In preparing the Goldman Sachs Presentations, Goldman Sachs did not attribute any particular weight to any analyses or factors considered and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support the analysis set forth in the Goldman Sachs Presentations. Rather, Goldman Sachs considered the totality of the factors and analyses performed in preparing the Goldman Sachs Presentations.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Goldman Sachs are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Goldman Sachs's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

Goldman Sachs did not recommend any specific merger consideration to the Dell Board or that any specific amount constituted the only appropriate merger consideration for the transactions contemplated by the merger agreement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests, or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Dell, Pivotal, VMware and any of their respective affiliates and third parties, including investment funds affiliated with Silver Lake and MSD Partners, L.P. ("MSD Partners"), each a significant shareholder of Dell, and their respective affiliates and portfolio companies, and Ford, a significant shareholder of Pivotal, or any currency or commodity that may be involved in the transactions contemplated by the merger agreement.

Goldman Sachs acted as financial advisor to Dell in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the merger agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to Dell and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint bookrunner with respect to a bank loan (aggregate principal amount $5,475,000,000) for Dell in October 2017; as financial advisor to Dell with respect to the exchange of shares of its Class V common stock for shares of its Class C common stock in December 2018; and as joint bookrunner with respect to the public offering of its 4.000% First Lien Notes due 2024, 4.900% First Lien Notes due 2026 and 5.300% First Lien Notes due 2029 (aggregate principal amount $4,500,000,000) in March 2019. During the two year period ended August 22, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services

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provided by its Investment Banking Division to Dell and/or to its affiliates (excluding any significant shareholders, MSD Partners, Pivotal, VMware, Silver Lake and their other affiliates) of approximately $75.6 million.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to Pivotal and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint bookrunner with respect to Pivotal's IPO of 37,000,000 shares of its Class A common stock in April 2018. During the two year period ended August 22, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Pivotal and/or to its affiliates (excluding any significant shareholders, Dell, MSD Partners, VMware and their other affiliates) of approximately $7.7 million.

During the two year period ended August 22, 2019, the Investment Banking Division of Goldman Sachs has not been engaged by VMware or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to MSD Partners and/or its affiliates and portfolio companies from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as arranger with respect to the standalone refinancing loan (aggregate principal amount $450,000,000) for the Four Seasons Hualalai, a portfolio company of MSD Partners, in August 2018; as arranger with respect to the standalone refinancing loan (aggregate principal amount $650,000,000) for a portfolio of properties by MSD Capital Real Estate Fund ("MSD"), an affiliate of MSD Partners, in May 2019; and as arranger with respect to the standalone refinancing loan (aggregate principal amount $600,000,000) for the Boca Raton Resort & Club, a portfolio company of MSD Partners, in June 2019. During the two year period ended August 22, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to MSD Partners and/or to its affiliates and portfolio companies (excluding Dell, Pivotal, VMware, Silver Lake and their other affiliates) of approximately $11.9 million.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to Silver Lake and/or its affiliates and portfolio companies from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint bookrunner with respect to a bank loan (aggregate principal amount $2,425,000,000) for a former portfolio company of funds affiliated with Silver Lake, in December 2017; as a buy side financial advisor to Silver Lake in January 2018; as joint bookrunner with respect to the standalone asset securitization (aggregate principal amount $600,000,000) for a portfolio company of funds affiliated with Silver Lake, in July 2018; as lead bookrunner with respect to the initial public offering of 25,000,000 shares of the common stock, par value $0.001 per share, of a portfolio company of funds affiliated with Silver Lake, in October 2018; and as lead bookrunner with respect to the standalone asset securitization (aggregate principal amount $500,000,000) in February 2019 and the standalone asset securitization (aggregate principal amount $400,000,000) in May 2019 for a portfolio company of funds affiliated with Silver Lake. During the two year period ended August 22, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Silver Lake and/or to its affiliates and portfolio companies (excluding MSD Partners, Dell, Pivotal VMware and their other affiliates) of approximately $41.0 million.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to Ford and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint book-running manager with respect to the public offering of Floating Rate Notes due November 2, 2020, 2.343% Notes due November 2, 2020 and 3.815% Notes due November 2, 2027 (aggregate principal amount

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$2,000,000,000) of Ford Motor Credit Company LLC ("Ford Credit"), an affiliate of Ford, in October 2017; as joint lead bookrunner with respect to the public offering of Floating Rate Notes due April 5, 2021 and 3.470% Notes due April 5, 2021 (aggregate principal amount $750,000,000) of Ford Credit in March 2018; as joint bookrunner with respect to the public offering of Floating Rate Notes due October 12, 2021, 3.813% Notes due October 12, 2021 and 4.687% Notes due June 9, 2025 (aggregate principal amount $2,250,000,000) of Ford Credit in August 2018; as joint bookrunner with respect to the public offering of Floating Rate Notes due January 7, 2021, 5.085% Notes due January 7, 2021, Floating Rate Notes due January 7, 2022 and 5.596% Notes due January 7, 2022 (aggregate principal amount $2,750,000,000) of Ford Credit in January 2019; as joint bookrunner with respect to the public offering of 5.113% Notes due May 3, 2029 (aggregate principal amount $1,250,000,000) of Ford Credit in April 2019; and as co-manager with respect to the public offering of its 6.20% Notes due June 1, 2059 (aggregate principal amount $750,000,000) in May 2019. During the two year period ended August 22, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Ford and/or to its affiliates (excluding any significant shareholders, Pivotal and their other affiliates) of approximately $9.1 million.

Goldman Sachs also in the future may provide financial advisory and/or underwriting services to Dell, Pivotal, VMware, and any of their respective affiliates, including Michael S. Dell, Silver Lake, Ford and their respective affiliates and, as applicable, portfolio companies, for which our Investment Banking Division may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Silver Lake and its affiliates from time to time and may have invested in limited partnership units of the affiliates of Silver Lake from time to time and may do so in the future. In addition, a director on the Dell Board is currently affiliated with the Goldman Sachs Group, Inc. as a director.

The Dell Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions contemplated by the merger agreement. Pursuant to a letter agreement, dated August 20, 2019, Dell engaged Goldman Sachs to act as its financial advisor in connection with its consideration of the possible sale of all or a portion of its stake in Pivotal. The engagement letter between Dell and Goldman Sachs provides for a transaction fee of $7.0 million, all of which will become payable at the consummation of the transactions contemplated by the merger agreement. In addition, Dell has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Financial Projections

While Pivotal has from time to time provided limited full year financial guidance to investors, which may have covered, among other things, revenue and net loss, Pivotal's management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. However, Pivotal provided certain non-public financial projections to Morgan Stanley in its capacity as financial advisor to the Pivotal Special Committee and to VMware as part of the due diligence process.

In the ordinary course of business, Pivotal's management prepared a forecast for the fiscal year ending January 31, 2020 ("fiscal year 2020") as well as a high-level outlook for the fiscal years ending January 29, 2021 ("fiscal year 2021") and January 28, 2022 ("fiscal year 2022") (collectively the "Initial Outlook"). In addition, Pivotal prepared a sensitivity analysis of the Initial Outlook. In April, Pivotal management provided the Initial Outlook and the sensitivity analysis to Morgan Stanley. Morgan Stanley did not use the Initial Outlook or the related sensitivity analysis for any of its analyses or financial calculations.

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In the ordinary course of business, following the end of Pivotal's first fiscal quarter ended May 2, 2019, Pivotal management reviewed Pivotal's operating performance for the first fiscal quarter of fiscal year 2020. Based on Pivotal's performance in the first fiscal quarter and management's view of Pivotal's business at the time, Pivotal management revised the forecast for fiscal year 2020, and the outlook for fiscal years 2021 and 2022 (the "Base Case"). Pivotal prepared a revised sensitivity analysis, including a "High Case," which reflects higher revenue and higher operating income assumptions, and a "Low Case," which reflects lower revenue and lower operating income assumptions (the "Base Case," "High Case" and "Low Case," collectively, the "Revised Outlook"). The Initial Outlook and the Revised Outlook (collectively, the "Management Projections") were each based upon certain financial, operating and commercial assumptions developed solely using the information available to Pivotal's management at the time the respective projections were developed and prepared.

Morgan Stanley prepared extrapolations (which were reviewed by Pivotal management) of the Revised Outlook for the period from fiscal year 2020 through fiscal year 2029 (collectively, the "Extrapolated Projections," and, together with the Initial Outlook and the Revised Outlook, the "Projections"). The Pivotal Special Committee reviewed the Revised Outlook and the Extrapolated Projections, and directed Morgan Stanley to use and rely on the Revised Outlook and the Extrapolated Projections to prepare its financial analyses and fairness opinion. For a detailed description of Morgan Stanley's fairness opinion, see "—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)." In addition, the Initial Outlook and the Revised Outlook were provided to VMware as part of the due diligence process for the transaction.

The Projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance that are inherently uncertain and many of which are beyond Pivotal's control. In the case of the Management Projections, they reflect numerous estimates, assumptions and judgments made by Pivotal management, based on information available at the time the respective Management Projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Pivotal's business, all of which are difficult to predict and many of which are beyond Pivotal's control. The Initial Outlook and the Revised Outlook included in this document have been prepared by, and are the responsibility of, Pivotal's management, are based on the information available at the time the Initial Outlook and the Revised Outlook were prepared and reflect numerous estimates, assumptions and judgments. The principal assumptions reflected in the Management Projections include: (1) customer demand for Pivotal's products and services would continue consistent with recent years, (2) Pivotal's technology and channel partnerships would continue to drive revenue growth and operating leverage, (3) the competitive environment and overall technology landscape would not change significantly, (4) Pivotal would continue to invest in the business, particularly in sales and marketing and research and development, and (5) each of the overall regulatory environment, GAAP and tax regulation would not change significantly. The High Case primarily reflects assumptions for higher revenue growth and higher operating leverage than the Base Case. The Low Case primarily reflects assumptions for lower revenue growth and lower operating leverage than the Base Case. There can be no assurances that the Projections accurately reflect future trends or accurately estimate Pivotal's future financial and operating performance. The Projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and lead to the Projections not being achieved include, but are not limited to, Pivotal's limited operating history as an independent company, the substantial losses Pivotal has incurred and the risks of not being able to generate sufficient revenue to achieve and sustain profitability, Pivotal's future success depending in large part on the growth of Pivotal's target markets, Pivotal's future growth depending largely on PCF and Pivotal's platform-related services, Pivotal's revenue growth rate not being indicative of Pivotal's future performance or ability to grow, customers not renewing or expanding their use of Pivotal's products, the impacts of competition, Pivotal's long and unpredictable sales cycles that vary seasonally and which can cause significant variation in the

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number and size of transactions that can close in a particular quarter, Pivotal's lack of control of and inability to predict the future course of open-source technologies, including Kubernetes and those used in PCF, any security or privacy breaches and the other risk factors described in Pivotal's Annual Report on Form 10-K for the fiscal year ended February 1, 2019 and subsequent Quarterly Reports on Form 10-Q, all incorporated by reference herein, including under the heading "Risk Factors," and in this proxy statement under the heading "Cautionary Statement Concerning Forward-Looking Information." In addition, all of the Projections may be affected by Pivotal's ability to achieve strategic goals, objectives and targets over the applicable periods. Further, the Projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the Projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a software company is a highly speculative endeavor. Since the Projections cover a long period of time, the Projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of Pivotal's products and services. Furthermore, and for the same reasons, the Projections should not be construed as commentary by Pivotal's management as to how management expects Pivotal's actual results to compare to Wall Street research analysts' estimates.

The Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles ("GAAP").

PricewaterhouseCoopers LLP, Pivotal's independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report on Pivotal's consolidated financial statements incorporated by reference from Pivotal's Annual Report on Form 10-K for the fiscal year ended February 1, 2019 relates to Pivotal's previously issued financial statements. It does not extend to the Projections and should not be read to do so.

The summary of the Projections is not being included in this proxy statement to influence a stockholder's decision whether to vote in favor of the merger agreement proposal but rather because the Projections represent an assessment by Pivotal's management of future performance and cash flows that was used in the financial analyses of Morgan Stanley and on which the Pivotal Special Committee and the Pivotal Board relied in making their respective recommendations to Pivotal's stockholders.

The Projections set forth below do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger and transaction-related expenses. The Projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the Projections in this proxy statement should not be regarded as an indication that Pivotal, VMware or Dell or any of their respective affiliates, advisors or representatives considered or consider the Projections to be predictive of actual future events, and the Projections should not be relied on as such. None of Pivotal, VMware or Dell or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date such Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error or no longer appropriate. None of Pivotal, VMware or Dell intends to make publicly available any update or other revision to the Projections, except as required by law. None of Pivotal, VMware or Dell or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any

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stockholder or other investor regarding the ultimate performance of Pivotal compared to the information contained in the Projections or that projected results will be achieved.

Pivotal's stockholders are cautioned not to place undue, if any, reliance on the Projections included in this proxy statement.

The Projections incorporate certain financial measures, including earnings before interest and taxes ("EBIT"), EBITDA and unlevered free cash flow, which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Pivotal's or Morgan Stanley's calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC's definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Morgan Stanley for purposes of its financial analyses as described above in the section entitled "—Opinion and Materials of Financial Advisor to the Pivotal Special Committee" or by the Pivotal Special Committee or the Pivotal Board. Accordingly, a reconciliation of the financial measures included in the Projection is not provided.

Subject to the foregoing qualifications, the following is a summary of the Projections.

Initial Outlook

	Fiscal Year

	2020			2021		2022
	(in millions)
Revenue	$	840		$	1,114	$	1,478
EBIT		(14	)		99		273

Revised Outlook

Base Case

	Fiscal Year

	Management Projections									Extrapolated Projections
	2020			2021			2022			2023			2024			2025			2026			2027			2028			2029
	(in millions)
Revenue	$	773		$	909		$	1,063		$	1,237		$	1,428		$	1,632		$	1,837		$	2,031		$	2,195		$	2,315
EBIT		(39	)		(4	)		56			NP	(1)		NP			NP			NP			NP			NP			NP
EBITDA		(23	)		12			76			140			222			312			404			489			560			592
Less: Taxes(2)		—			—			—			(4	)		(23	)		(44	)		(66	)		(87	)		(104	)		(112	)
Less: Stock Based Compensation		(85	)		(89	)		(93	)		(105	)		(118	)		(130	)		(142	)		(152	)		(159	)		(162	)
Less: Changes in Net Working Capital		50			43			47			52			57			61			64			65			65			63
Less: Capital Expenditures		(16	)		(16	)		(20	)		(22	)		(26	)		(30	)		(34	)		(37	)		(40	)		(42	)
Unlevered Free Cash Flow	$	(74	)	$	(50	)	$	10		$	61		$	113		$	169		$	226		$	278		$	321		$	339

(1): Not presented because EBIT for fiscal years 2023 through 2029 was not calculated.
(2): The Projections do not reflect any estimates for taxes for fiscal years 2020 through 2022.

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High Case

	Fiscal Year

	Management Projections									Extrapolated Projections
	2020			2021			2022			2023			2024			2025			2026			2027			2028			2029
	(in millions)
Revenue	$	789		$	955		$	1,171		$	1,418		$	1,694		$	1,986		$	2,296		$	2,260		$	2,962		$	3,311
EBIT		(29	)		18			103			NP			NP			NP			NP			NP			NP			NP
EBITDA		(13	)		34			125			203			305			419			533			661			791			891
Less: Taxes		—			—			—			(17	)		(39	)		(65	)		(91	)		(120	)		(151	)		(173	)
Less: Stock Based Compensation		(87	)		(93	)		(102	)		(120	)		(140	)		(159	)		(178	)		(196	)		(215	)		(232	)
Less: Changes in Net Working Capital		67			52			61			70			80			88			96			104			110			114
Less: Capital Expenditures		(16	)		(16	)		(22	)		(25	)		(31	)		(36	)		(42	)		(48	)		(54	)		(60	)
Unlevered Free Cash Flow	$	(49	)	$	(23	)	$	61		$	111		$	176		$	247		$	319		$	400		$	481		$	540

Low Case

	Fiscal Year

	Management Projections									Extrapolated Projections
	2020			2021			2022			2023			2024			2025			2026			2027			2028			2029
	(in millions)
Revenue	$	753		$	843		$	936		$	1,028		$	1,116		$	1,198		$	1,272		$	1,334		$	1,384		$	1,418
EBIT		(57	)		(11	)		35			NP			NP			NP			NP			NP			NP			NP
EBITDA		(42	)		2			47			79			116			157			200			246			292			338
Less: Taxes		—			—			—			—			(2	)		(12	)		(24	)		(36	)		(49	)		(61	)
Less: Stock Based Compensation		(83	)		(83	)		(82	)		(87	)		(92	)		(96	)		(98	)		(100	)		(100	)		(99	)
Less: Changes in Net Working Capital		75			35			14			16			17			18			17			16			14			10
Less: Capital Expenditures		(11	)		(12	)		(13	)		(15	)		(17	)		(19	)		(21	)		(22	)		(24	)		(26	)
Unlevered Free Cash Flow	$	(60	)	$	(57	)	$	(34	)	$	(7	)	$	22		$	47		$	75		$	104		$	133		$	162

Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor

While VMware has from time to time provided limited full year financial guidance to investors, VMware's management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the merger, VMware provided certain non-public financial projections regarding VMware to the VMware Special Committee and Lazard, in its capacity as financial advisor to the VMware Special Committee, Dell and Moelis & Company, in its capacity as financial advisor to Dell. In addition, VMware management provided to the VMware Special Committee, Lazard, Dell and Moelis & Company certain non-public financial projections for Pivotal, which were prepared by VMware management and informed by Pivotal management's long range plan which Pivotal prepared and provided to VMware. A summary of these financial projections is included below to give VMware stockholders and Pivotal stockholders access to certain non-public information that was considered by the VMware Special Committee for purposes of evaluating the merger. These projections are not, and should not be viewed as, public guidance or even targets.

The financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond VMware's and Pivotal's control. The financial projections reflect numerous estimates, assumptions and judgments made by VMware management, based on information available at the time the financial projections were developed, with respect to industry performance and competition, general

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business, economic, regulatory, market and financial conditions, other future events and matters specific to VMware's and Pivotal's business, all of which are difficult to predict and many of which are beyond VMware's and Pivotal's control. There can be no assurances that the financial projections accurately reflect future trends or accurately estimate VMware's or Pivotal's future financial and operating performance. The financial projections also reflect assumptions as to certain business decisions that are subject to change. The principal assumptions reflected in the VMware Management Forecast include: (1) sustained customer demand for VMware's products and services, (2) VMware's technology and channel partnerships would continue to drive revenue growth and operating leverage, (3) consideration of the current competitive environment and technology landscape, (4) VMware would continue to invest in the business, particularly in sales and marketing and research and development, and (5) estimating revenues derived from perpetual license sales as well as Hybrid-Cloud subscription and software-as-a-service ("SaaS") sales. Important factors that may affect actual results and cause these financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to VMware's and Pivotal's business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions, and other factors described in or referenced under "Cautionary Statement Concerning Forward-Looking Information" and those risks and uncertainties detailed in VMware's and Pivotal's public filings with the SEC. In addition, all of the financial projections may be affected by VMware's and Pivotal's ability to achieve strategic goals, objectives and targets over the applicable periods. Further, the financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a software company is a highly speculative endeavor. Since the financial projections cover a long period of time, the financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of VMware's and Pivotal's products and services. Furthermore, and for the same reasons, the financial projections should not be construed as commentary by VMware's management as to how management expects VMware's or Pivotal's actual results to compare to Wall Street research analysts' estimates.

The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or GAAP.

The VMware Management Forecast included in this document, including the financial projections set forth in the section entitled "—VMware Prepared Pivotal Pro Forma Projections," has been prepared by, and is the responsibility of, VMware's management. PricewaterhouseCoopers LLP, VMware's independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the financial projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report on VMware's consolidated financial statements incorporated by reference from VMware's Annual Report on Form 10-K for the fiscal year ended February 1, 2019 relates to VMware's previously issued financial statements. It does not extend to the financial projections and should not be read to do so. In addition, the PricewaterhouseCoopers LLP report on Pivotal's consolidated financial statements incorporated by reference from Pivotal's Annual Report on Form 10-K for the fiscal year ended February 1, 2019 relates to Pivotal's previously issued financial statements. Such report does not extend to the financial projections and should not be read to do so.

The summary of the financial projections is not being included in this proxy statement to influence a stockholder's decision whether to vote in favor of the merger agreement proposal but rather because

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these financial projections were made available to the VMware Special Committee, Lazard, Dell and Moelis & Company.

The financial projections set forth below do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger and transaction-related expenses. The financial projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the financial projections in this proxy statement should not be regarded as an indication that VMware, Pivotal or Dell or any of their respective affiliates, advisors or representatives considered or consider the financial projections to be predictive of actual future events, and the financial projections should not be relied on as such. None of VMware, Pivotal or Dell or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error or no longer appropriate. None of VMware, Pivotal or Dell intends to make publicly available any update or other revision to the financial projections, except as required by law. None of VMware, Pivotal or Dell or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of VMware or Pivotal compared to the information contained in the financial or that projected results will be achieved.

Stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this proxy statement.

The financial projections incorporate certain financial measures which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. VMware's, Lazard's, Dell's and Moelis & Company's calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC's definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Lazard for purposes of its financial analysis as described above in the section entitled "—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)" or by the VMware Special Committee, Dell or Moelis & Company. Accordingly, a reconciliation of the financial measures included in the financial projections is not provided.

Subject to the foregoing qualifications, the following is a summary of the financial projections.

VMware Projections

The following financial projections of VMware on a standalone basis for 2020E through 2022E were prepared by VMware management, and made available to the VMware Special Committee, Lazard, Dell and Moelis & Company in connection with their respective evaluations of the merger and the transactions contemplated by the merger agreement. Extrapolations for the financial projections for 2023E and 2024E, which were based on the forecasts prepared by VMware management, were prepared following discussions with, and input received from VMware management. The extrapolations were made available to the VMware Special Committee, Dell and Moelis & Company. These projections reflect a range that consider two scenarios. One scenario assumes that Hybrid-Cloud subscription and SaaS revenue mix increases to 27% of total revenue by fiscal year 2024

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("Scenario A"). The second scenario assumes that Hybrid-Cloud subscription and SaaS revenue mix increases to 34% of total revenue by fiscal year 2024. In addition, the higher mix of Hybrid-Cloud subscription and SaaS revenue assumes higher accelerated growth rate for emerging and future offerings that generate recurring revenue stream ("Scenario B"). The higher mix of Hybrid-Cloud subscription and SaaS revenue contemplated in Scenario B also assumes incremental go-to-market and research and development investments.

	VMware Management Forecast						Extrapolation from VMware Management Forecast

($ in billions)	FY 2019A		FY 2020E		FY 2021E(1)	FY 2022E(1)	FY 2023E(1)	FY 2024E(1)
Total Revenue	$	9.0	$	10.0	$11.0 - $11.2	$12.1 - $12.4	$13.4 - $13.6	$14.9 - $15.0
Non-GAAP EBIT(2)	$	3.0	$	3.3	$3.5 - $3.7	$3.8 - $4.0	$4.2 - $4.4	$4.8 - $4.9

(1): The left end-point represents amounts forecasted in Scenario B and the right end-point represents amounts forecasted in Scenario A.
(2): Excludes stock-based compensation, amortization of intangible assets and other discrete items.

VMware Prepared Pivotal Pro Forma Projections

VMware management, informed by Pivotal management's long range plan, developed the following In-VMware Case financial projections of Pivotal. The following financial projections of Pivotal were made available to the VMware Special Committee, Lazard, Dell and Moelis & Company in connection with their respective evaluations of the merger and the transactions contemplated by the merger agreement.

($ in millions)	FY 2020E			FY 2021E		FY 2022E		FY 2023E		FY 2024E		FY 2025E		FY 2026E		FY 2027E		FY 2028E		FY 2029E		FY 2030E

Total Revenue	$	764		$	840	$	973	$	1,153	$	1,318	$	1,482	$	1,651	$	1,822	$	1,981	$	2,123	$	2,220
Non-GAAP EBIT	$	(44	)	$	30	$	104	$	210	$	303	$	379	$	441	$	504	$	556	$	602	$	633

For additional information on VMware's and Pivotal's actual results and historical financial information, see "Selected Consolidated Financial Data of Pivotal," "Selected Consolidated Financial Data of VMware" and "Where You Can Find Information."

Dell Prepared Pivotal Standalone Case

Dell, informed by the Base Case from the Revised Outlook provided by Pivotal management, developed the following financial projections of Pivotal as a standalone entity for the period from fiscal year 2020 through fiscal year 2030. The following financial projections of Pivotal were made available

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to the Dell Board and Moelis & Company in connection with their respective evaluations of the merger and the transactions contemplated by the merger agreement.

	Fiscal Year

	Pivotal Standalone Case
	2020			2021			2022			2023			2024			2025			2026			2027			2028			2029			2030
	(in millions)
Revenue	$	776		$	915		$	1,071		$	1,232		$	1,404		$	1,587		$	1,761		$	1,920		$	2,054		$	2,157		$	2,243
% growth		18.0	%		18.0	%		17.0	%		15.0	%		14.0	%		13.0	%		11.0	%		9.0	%		7.0	%		5.0	%		4.0	%
Non-GAAP Gross Profit	$	522		$	627		$	746		$	872		$	1,011		$	1,161		$	1,309		$	1,449		$	1,575		$	1,679		$	1,772
% margin		67.3	%		68.5	%		69.6	%		70.8	%		72.0	%		73.1	%		74.3	%		75.5	%		76.7	%		77.8	%		79.0	%
Operating Expense	$	561		$	631		$	690		$	785		$	885		$	990		$	1,087		$	1,172		$	1,240		$	1,287		$	1,324
Non-GAAP Operating Income (Loss)	$	(39	)	$	(4	)	$	56		$	87		$	125		$	171		$	222		$	278		$	335		$	392		$	449
% margin		(5.0	)%		(0.4	)%		5.2	%		7.1	%		8.9	%		10.8	%		12.6	%		14.5	%		16.3	%		18.2	%		20.0	%
Memo: EBITDA Reconciliation
EBITDA	$	(23	)	$	10		$	70		$	100		$	134		$	181		$	233		$	290		$	348		$	405		$	463
% margin		(2.9	)%		1.1	%		6.5	%		8.1	%		9.6	%		11.4	%		13.3	%		15.1	%		16.9	%		18.8	%		20.6	%
Memo: Additional Items
Capital Expenditures	$	(10	)	$	(10	)	$	(10	)	$	(9	)	$	(9	)	$	(10	)	$	(11	)	$	(12	)	$	(13	)	$	(14	)	$	(14	)
Depreciation and Amortization		16			14			14			13			9			10			11			12			13			14			14
Change in Net Working Capital		16			19			22			22			24			25			24			22			19			14			12

For additional information on Pivotal's actual results and historical financial information, see "Selected Consolidated Financial Data of Pivotal" and "Where You Can Find More Information."

Dell directed Moelis & Company to use and rely on the Dell Prepared Pivotal Standalone Case for purposes of its financial analyses and fairness opinion. For a detailed description of Moelis & Company's fairness opinion, see "—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)."

Purposes and Reasons of the Buyer Group for the Merger

Under the SEC rules governing "going-private" transactions, each member of the Buyer Group may be deemed to be an affiliate of Pivotal and engaged in a "going-private" transaction, and therefore, may be required to express his, her or its purposes and reasons for the merger to Pivotal's "unaffiliated security holders" as defined under Rule 13e-3 of the Exchange Act. The "Buyer Group" means (i) VMware, (ii) merger sub, (iii) Dell, (iv) EMC Corporation, (v) EMC LLC, (vi) VMW Holdings and (vii) Denali. Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. However, the views of each Buyer Group Member should not be construed as a recommendation to any Pivotal stockholder as to how that stockholder should vote on the merger agreement proposal. Each member of the Buyer Group has interests in the merger that are different from, and in addition to, those of the other stockholders of Pivotal.

If the merger is completed, Pivotal will become a wholly owned subsidiary of VMware and Pivotal's shares of Class A common stock will cease to be publicly traded. For the Buyer Group, the purpose of the merger is to enable (i) VMware to acquire 100% ownership and control of Pivotal in a transaction in which the holders of Class A common stock (other than the excluded Class A shares and the dissenting shares) will receive the Class A merger consideration and the holders of Class B common stock will receive the Class B merger consideration, and (ii) Dell to continue to indirectly own equity

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interest in Pivotal after the merger. In this regard, the Buyer Group will bear the risks and receive the rewards of such ownership of Pivotal after the merger, including any future earnings and growth of Pivotal as a result of improvements to Pivotal's operations, synergies that may accrue from the combination of VMware and Pivotal, acquisitions of other businesses and the benefits of operating Pivotal within VMware.

The benefits of the merger for the Buyer Group include, but are not limited to the following:

•: the Buyer Group believes the merger will accelerate revenue growth and meaningfully increase VMware's Hybrid-Cloud subscription and SaaS revenue;
•: the Buyer Group believes combining Pivotal's comprehensive developer-centric application modernization platform with VMware's proven infrastructure leadership will position the Buyer Group to lead the industry transition to Kubernetes;
•: the Buyer Group believes that the merger will contribute to VMware's development of a next-generation application development platform for modern apps and multi-cloud environments;
•: the Buyer Group believes the merger will provide Pivotal with greater operational flexibility to pursue alternatives than it would have had as a public company, and management will be able to concentrate on long-term growth, reducing the focus on the quarter-to-quarter performance and the impact thereof on the public equity market's valuation of the Class A common stock;
•: the Buyer Group believes the merger will allow VMware to leverage its enterprise reach and installed base to rapidly scale Pivotal's platform and reinforce its credibility with developers; and
•: the Buyer Group considered what they believed were benefits of Pivotal ceasing to be a public entity and that absent the reporting and other substantial burdens placed on public entities, the Buyer Group believes that the management and employees of Pivotal will be able to better execute on Pivotal's future strategic plans when combined with VMware's organizational structure.

The Buyer Group also believes that structuring the transaction as a merger is preferable to other transaction structures as it enables the holders of Class A common stock (other than the excluded Class A shares and the dissenting shares) to immediately realize the value of their investment in Pivotal through their receipt of the Class A merger consideration of $15.00 in cash, which represents a premium of approximately 81% to the closing price of Class A common stock following the public announcement on August 14, 2019 in an amendment to Dell's Schedule 13D for VMware and Pivotal's issuance of a press release on August 14, 2019 and public filing of a Current Report on Form 8-K on August 15, 2019, disclosing that the Pivotal Special Committee and the VMware Special Committee were in discussions in connection with a potential transaction, pursuant to which the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00. In addition, the Buyer Group believes that structuring the transaction in such a manner is preferable to other alternative transaction structures because (i) it will enable VMware to indirectly acquire all of the outstanding shares of Pivotal at the same time and (ii) it will allow Pivotal to cease to be a public reporting company.

Accordingly, the Buyer Group has decided to undertake to pursue the merger at this time for the reasons described above.

The VMware Special Committee considered structuring the transaction to acquire 100% ownership and control of Pivotal as a two-step tender offer followed by a back-end merger. However, the VMware Special Committee decided that structuring the transaction as a one-step merger is the most direct,

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efficient and effective way for VMware to own and control of Pivotal and the Buyer Group concurs with such view.

Position of the Buyer Group as to the Fairness of the Merger

Under the SEC rules governing "going-private" transactions, each member of the Buyer Group may be deemed to be an affiliate of Pivotal and engaged in a "going-private" transaction and, therefore, may be required to express his, her or its beliefs as to the fairness of the merger to Pivotal's "unaffiliated security holders" as defined under Rule 13e-3 of the Exchange Act. Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. However, the views of each member of the Buyer Group should not be construed as a recommendation to any Pivotal stockholder as to how that stockholder should vote on the merger agreement proposal. Each member of the Buyer Group has interests in the merger that are different from, and in addition to, those of the other stockholders of Pivotal.

Pivotal's unaffiliated stockholders were represented by the Pivotal Special Committee, which negotiated the terms and conditions of the merger agreement on the unaffiliated stockholders' behalf, with the assistance of the Pivotal Special Committee's independent financial and legal advisors. While the members of the Buyer Group are represented by Mr. Dell, Mr. Durban, Mr. Green and Mr. Rowe on the Pivotal Board and Mr. Maritz, also a member of the Pivotal Board, was a member of the VMware Board until his resignation from the VMware Board effective December 31, 2017, the merger was negotiated, approved and recommended to the Pivotal Board by the Pivotal Special Committee. The members of the Buyer Group did not participate in the deliberations of the Pivotal Special Committee regarding, or receive advice from Pivotal's or the Pivotal Special Committee's legal or financial advisors as to, the substantive and procedural fairness of the merger to Pivotal's unaffiliated stockholders, nor did the Buyer Group undertake any independent evaluation of the fairness of the merger to Pivotal's unaffiliated stockholders, or engage a financial advisor for such purposes. See "—Background of the Merger."

The Buyer Group believes, based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Pivotal Board and the Pivotal Special Committee described in the section entitled "—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger" (which analysis and resulting conclusions the Buyer Group adopts), that the merger is substantively and procedurally fair to Pivotal's unaffiliated security holders.

In particular, the Buyer Group considered the following substantive factors, which are not presented in any relative order of importance:

•: the $15.00 Class A merger consideration represents (i) an 81% premium to $8.30, the price on the Last Unaffected Trading Day, (ii) a 54% premium to $9.73, the average of the closing trading prices of the Class A common stock on the NYSE for the 30 consecutive trading days ending on the Last Unaffected Trading Day, (iii) a 2% premium to $14.75, the average of the closing trading prices of the Class A common stock on the NYSE for the 90 consecutive trading days ending on the Last Unaffected Trading Day and (iv) the price per share of Class A common stock offered to the public in connection with Pivotal's IPO on April 19, 2018;
•: the Class A merger consideration is all cash, which provides a degree of certainty of value and liquidity to Pivotal's unaffiliated stockholders, since such stockholders are able to immediately realize a certain value for all of their shares of Class A common stock and such stockholders will no longer be exposed to the various risks and uncertainties related to continued ownership of Class A common stock and will have the ability to pursue other investment alternatives;

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•: the merger is conditioned on approval by the holders of at least a majority of the outstanding Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, in addition to approvals from holders of (i) at least a majority of the outstanding shares of Class A common stock, (ii) at least a majority of the outstanding Class B common stock and (iii) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class;
•: the merger agreement allows the Pivotal Special Committee to withdraw its recommendation of the merger agreement in favor of the merger in response to a superior proposal or intervening event, subject to Pivotal paying VMware a termination fee of $95.0 million;
•: the Pivotal Special Committee was deliberative in its process to determine whether the merger was fair and reasonable to, and in the best interests of, Pivotal's unaffiliated stockholders and to analyze, evaluate and negotiate the terms of the merger;
•: neither the Buyer Group, nor their affiliates, participated in or had any influence on the deliberative process of, or the conclusions reached by, the Pivotal Special Committee or the negotiating positions of the Pivotal Special Committee;
•: the authorization of the Pivotal Special Committee to (i) review and evaluate any potential conflicts arising in connection with the merger, (ii) review and evaluate the terms and conditions of the merger on behalf of Pivotal and Pivotal's unaffiliated stockholders, (iii) negotiate the terms and conditions of the merger, (iv) determine whether the merger is fair and reasonable to Pivotal, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to Pivotal), and in the best interests of Pivotal and (v) determine whether or not to recommend that the Pivotal Board approve the merger; and
•: the merger and the merger agreement were unanimously recommended by the Pivotal Special Committee for approval by the Pivotal Board and the Pivotal Board unanimously, among those voting, determined that the merger agreement and the transactions contemplated thereby, including the merger, were in the best interests of Pivotal and its unaffiliated stockholders.

In addition, the Buyer Group considered the following procedural factors, which are not presented in any relative order of importance:

•: the Pivotal Board established a special committee of independent and disinterested directors who are not affiliated with the Buyer Group, to consider the VMware Special Committee's proposal and to negotiate with the VMware Special Committee;
•: the Pivotal Board and Pivotal were advised by experienced and qualified legal counsel, consisting of Davis Polk;
•: the Pivotal Special Committee retained and was advised by experienced and qualified advisors, consisting of Latham & Watkins, as legal counsel, and Morgan Stanley, as financial advisor;
•: the VMware Board and VMware were advised by experienced and qualified legal counsel, consisting of Wilson Sonsini;
•: the VMware Special Committee consisted solely of directors who are independent and not affiliated with the Buyer Group, Pivotal or any of the Buyer Group's or Pivotal's affiliates (other than VMware);
•: the VMware Special Committee retained and was advised by experienced and qualified advisors, consisting of Gibson Dunn, as legal counsel, and Lazard, as financial advisor;

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•: Dell was advised by experienced and qualified advisors, consisting of Simpson Thacher, as legal counsel, and Moelis & Company and Goldman Sachs, as financial advisors;
•: the merger consideration, including the Class A merger consideration, resulted from active negotiations between the Pivotal Special Committee and VMware Special Committee and their respective advisors;
•: the merger agreement and the transactions contemplated thereby, including the merger, were negotiated by the Pivotal Special Committee, the VMware Special Committee and other relevant parties and recommended by each such special committee to their respective boards of directors and the Pivotal Board and the VMware Board approved the merger agreement and the transactions contemplated thereby;
•: the merger is conditioned on approval by the holders of at least a majority of the outstanding Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, in addition to approvals from holders of (i) at least a majority of the outstanding shares of Class A common stock, (ii) at least a majority of the outstanding Class B common stock and (iii) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class; and
•: the merger and the merger agreement were unanimously recommended by the Pivotal Special Committee for approval by the Pivotal Board and the Pivotal Board unanimously, among those voting, determined that the merger agreement and the transactions contemplated thereby, including the merger, were in the best interests of Pivotal and its unaffiliated stockholders.

In the course of reaching their determination as to the fairness of the merger to Pivotal's unaffiliated stockholders, the Buyer Group also considered a variety of risks and other countervailing factors related to the merger agreement and merger, including the following:

•: the fact that Pivotal's stockholders unaffiliated with Dell and VMware will have no ongoing equity participation in Pivotal following the merger and that those unaffiliated stockholders (i) will cease to participate in Pivotal's future earnings or growth, if any, (ii) will not benefit from increases, if any, in the value of the Class A common stock and (iii) will not benefit from any potential sale to a third party in the future;
•: the risk that the merger might not be completed in a timely manner or that the merger might not be consummated at all as a result of a failure to satisfy the conditions contained in the merger agreement, and the fact that a failure to complete the merger could negatively affect the trading price of Pivotal or could result in significant costs and disruption to Pivotal's normal business;
•: the restrictions on the conduct of Pivotal's business prior to the completion of the proposed merger, which may delay or prevent Pivotal from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of Pivotal's pending completion of the proposed merger;
•: the fact that merger is conditioned upon the approval of the holders of at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, which reduces the certainty that the merger will be completed;
•: the fact that litigation may occur in connection with the merger and any such litigation may result in significant costs and a diversion of management focus;
•: the risk, if the merger is not consummated, that the pendency of the merger could affect adversely the relationship of Pivotal and its subsidiaries with their respective customers, employees, suppliers, agents and others with whom they have business dealings;

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•: the fact that the merger agreement provides that, during the period from the date of the merger agreement until the effective time of the merger, Pivotal is subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to third parties and to engage in negotiations with third parties regarding alternative acquisition proposals, subject to customary exceptions;
•: the fact that Pivotal has incurred and will continue to incur significant transaction costs and expenses in connection with the potential transaction, regardless of whether the merger is consummated;
•: the risk related to amounts that may be payable by Pivotal upon the termination of the merger agreement, including a termination fee of $95.0 million, and the processes required to terminate the merger; and
•: the fact that the receipt of the Class A merger consideration in exchange for Class A common stock pursuant to the merger generally will be taxable to U.S. holders (as defined below in "—Material U.S. Federal Income Tax Consequences of the Merger") of Class A common stock, whereas the exchange of Class B common stock for VMware Class B common stock is intended to be a tax-deferred transaction as described in section 351(a) of the code.

The Buyer Group did not conduct a going-concern valuation of the Class A common stock or the Class B common stock for the purposes of determining the fairness of the merger consideration, including the Class A merger consideration to Pivotal's unaffiliated stockholders, because, following the merger, Pivotal will have a significantly different capital structure and because the Buyer Group believes that the trading price of Class A common stock at any given time represents the best available indicator of Pivotal's going-concern value at that time, so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction.

In addition, the Buyer Group did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the merger consideration to Pivotal's unaffiliated stockholders because, in the Buyer Group's view, net book value is neither indicative of Pivotal's market value nor its value as a going concern, but rather is an indicator of historical costs.

Moreover, the Buyer Group did not consider liquidation value in determining the fairness of the merger consideration, including the fairness of the Class A merger consideration to Pivotal's unaffiliated stockholders, because (i) of their belief that liquidation sales generally result in proceeds substantially less than the sales of a going concern, (ii) of the impracticability of determining a liquidation value given the significant execution risk involved in any breakup, (iii) they considered Pivotal to be a viable going concern and (iv) Pivotal's business is expected to continue to be operated following the merger and will be integrated into VMware's business.

In making their determination as to the substantive fairness of the merger to Pivotal's stockholders unaffiliated with Dell and VMware, while the Buyer Group considered the trading history of the Class A common stock and noted that at various times, this trading history reflected prices above the $15.00 to be paid for each share of Class A common stock held by holders of Class A common stock (other than the excluded Class A shares and the dissenting shares) as part of the merger consideration, the Buyer Group concluded that was not relevant to determining present value. In the Buyer Group's judgment, the historical trading prices for the Class A common stock are not indicative of the value of the Class A common stock as of the date of the proposed merger in light of Pivotal's current business operations and future prospects.

As more fully described in "—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)," Lazard provided financial advice to the VMware Special Committee in connection with the merger, and on August 21, 2019, rendered an oral opinion to the VMware Special Committee that, as of that date and based upon and subject to the assumptions, procedures, factors,

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qualifications and limitations set forth in its opinion, the merger consideration to be paid by VMware in the merger was fair, from a financial point of view, to VMware. The Buyer Group did not consider Lazard's fairness opinion in making its determination as to the fairness of the merger consideration to Pivotal's unaffiliated stockholders.

Further, as more fully described in "—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)," Moelis & Company provided financial advice to the Dell Board and the Denali Board in connection with the merger, and on August 21, 2019, rendered an oral opinion to the Dell Board confirmed by the delivery of a written opinion dated August 21, 2019, addressed to the Dell Board and the Denali Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the written opinion, the transaction was fair, from a financial point of view, to Dell and Denali. The Buyer Group did not consider Moelis & Company's fairness opinion in making its determination as to the fairness of the merger consideration to Pivotal's unaffiliated stockholders.

In making their determination as to the substantive fairness of the merger to Pivotal's unaffiliated stockholders, the Buyer Group was not aware of any firm offers by any person for (i) the merger or consolidation of Pivotal with another company, (ii) the sale or transfer of all or any substantial part of Pivotal's assets or (iii) a purchase of Pivotal's securities that would enable the holder to exercise control of Pivotal.

The foregoing discussion of the information and factors considered and given weight by the Buyer Group in connection with the fairness of the merger is not intended to be exhaustive but includes all material factors considered by the Buyer Group. The Buyer Group did not find it practicable to, and did not, quantify or otherwise assign relative weights to the individual factors considered in reaching their conclusions as to the fairness of the merger. Rather, the fairness determinations were made after consideration of all of the foregoing factors as a whole.

Sources and Amounts of Funds or other Consideration; Expenses

VMware estimates that the aggregate amount of cash required to consummate the merger will consist of the approximately $1.7 billion required to pay the Class A merger consideration and to make all payments in respect of Pivotal options and Pivotal RSUs (each as defined under "—Interests of Pivotal's Directors and Executive Officers in the Merger"), plus all related fees and expenses. VMware anticipates that the funds needed by it to complete the merger will be derived from available cash, cash equivalents and short-term borrowings. Neither VMware nor merger sub have any specific alternative financing arrangements or alternative financing plans in connection with the merger.

VMware will issue approximately 7.2 million shares of VMware Class B common stock to the holders of Class B common stock other than excluded Class B shares, as defined in "The Merger Agreement—Consideration to be Received in the Merger."

The estimated fees and expenses incurred or expected to be incurred by Pivotal, VMware and merger sub in connection with the merger are as follows:

Item	Amount

	(in millions)
Financial advisory fees and expenses	$	30.0
Legal, accounting and other professional fees		9.7
Filing fees		0.5
Proxy solicitation, printing and mailing costs		0.3
Miscellaneous		0.1

Total	$	40.6

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The estimate for legal fees set forth in the table above does not include any amounts attributable to any existing or future litigation challenging the merger. All fees and expenses incurred in connection with the merger agreement, the merger and the other transactions contemplated under the merger agreement will be paid by the party incurring such fees or expenses, whether or not the merger is consummated, except that the expenses incurred in connection with the filing, printing and mailing of the proxy statement and Schedule 13E-3, and all filing and other fees paid to the SEC, in each case in connection with the merger (other than attorneys' fees, accountants' fees and related expenses), will be shared equally by VMware and Pivotal.

Plans for Pivotal After the Merger

Following the consummation of the merger, VMware will own 100% of the equity interests of Pivotal. The Buyer Group anticipates that Pivotal's operations will continue to be conducted substantially as they currently are being conducted and will be integrated into VMware's business.

Following the completion of the merger, Pivotal will no longer be subject to the Exchange Act and the NYSE listing rules and the related direct and indirect costs and expenses, and may experience positive effects on profitability as a result of the elimination of such costs and expenses.

At the effective time of the merger, each of the directors and officers of merger sub immediately prior to the effective time of the merger will be the directors and officers of the surviving corporation.

As of the date of this proxy statement, other than the merger, the Buyer Group has no current plans, proposals or negotiations which would relate to or result in an extraordinary transaction involving Pivotal's business or management, such as a merger, reorganization, liquidation, relocation of any operations, or sale or transfer of a material amount of assets, or the incurrence of any indebtedness. Following the merger, the Buyer Group plans to evaluate and review Pivotal's business and operations and initiate a review of new plans and proposals which they consider to be in the best interests of Pivotal, including engaging in acquisitions of new businesses or assets, dispositions of existing businesses or assets, the movement of businesses or assets within VMware's organizational structure, the alteration of the mix of assets held by Pivotal or any of the types of extraordinary transactions described above.

Certain Effects of the Merger

If the proposal to adopt the merger agreement receives the required approvals of the stockholders described elsewhere in this proxy statement and the other conditions to the closing of the merger are either satisfied or waived, merger sub will be merged with and into Pivotal upon the terms set forth in the merger agreement. As the surviving corporation in the merger, Pivotal will continue to exist following the merger as a wholly owned subsidiary of VMware.

Pivotal's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws will be amended as a result of the merger to be the same as set forth in exhibits to the merger agreement and the certificate of incorporation and bylaws of Pivotal as so amended will be the certificate of incorporation and bylaws of the surviving corporation.

Following the merger, all of Pivotal's common stock will be beneficially owned by VMware and none of the holders of the Class A common stock will, by virtue of the merger, have any direct ownership interest in, or be a stockholder of, Pivotal, the surviving corporation or VMware after the consummation of the merger (other than Dell's and EMC LLC's equity ownership in VMware). As a result, the holders of the Class A common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of common stock. Following the merger, VMware (and Dell and EMC LLC through their equity ownership in VMware) will benefit from any increase in Pivotal's value and also will bear the risk of any decrease in Pivotal's value.

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Upon consummation of the merger, (i) each share of Class A common stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded Class A shares or dissenting shares, as defined in "The Merger Agreement—Consideration to be Received in the Merger") will be converted into the right to receive the Class A merger consideration and all shares of Class A common stock so converted will, at the effective time, be cancelled, and (ii) each share of Class B common stock issued and outstanding immediately prior to the effective time of the merger held by VMware or merger sub (other than shares of Class B common stock held by Dell or EMC LLC or any other third parties not affiliated with VMware) will be cancelled for no consideration, and the other shares of Class B common stock will be converted into the right to receive the Class B merger consideration. Please see the section of this proxy statement entitled "The Merger Agreement—Consideration to be Received in the Merger."

For information regarding the effects of the merger on Pivotal's outstanding equity awards and the employee stock purchase plan, please see the sections entitled "The Merger Agreement—Treatment of Options," "The Merger Agreement—Treatment of RSUs," "The Merger Agreement—Treatment of the ESPP" and "Interests of Pivotal's Directors and Executive Officers in the Merger."

The Class A common stock is currently registered under the Exchange Act and trades on the NYSE under the symbol "PVTL." Following the consummation of the merger, shares of Class A common stock will no longer be traded on the NYSE or any other public market. In addition, the registration of the Class A common stock under the Exchange Act will be terminated and Pivotal will no longer be required to file periodic and other reports with the SEC with respect to the Class A common stock or otherwise. Termination of registration of the Class A common stock under the Exchange Act will reduce the information required to be furnished by Pivotal to Pivotal's stockholders and the SEC, and would make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders' meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to Pivotal. VMware will become the beneficiary of the cost savings achieved by Pivotal no longer remaining a company subject to the reporting requirements under the federal securities laws.

Net Book Value and Net Earnings

Following consummation of the merger, VMware will own 100% of the interest in Pivotal's net book value and net earnings and the Dell Owners will collectively own 81.09% of the outstanding common stock of VMware. The table below sets forth the direct and indirect interests in Pivotal's net book value and net earnings and in merger sub immediately before the merger and immediately after the merger based on the net book value at August 2, 2019 and February 1, 2019 and net income attributable to stockholders for the fiscal year ended February 1, 2019 and net income attributable to stockholders for the six months ended August 2, 2019.

	Prior to the Merger (in thousands, except percentages)													After the Merger (in thousands, except percentages)

	% Interest at August 2, 2019(1)			Net book value at August 2, 2019		Net book value at February 1, 2019		Net income (loss) for the six months ended August 2, 2019			Net income (loss) for the fiscal year ended February 1, 2019			% Interest at August 2, 2019			Net book value at August 2, 2019		Net book value at February 1, 2019		Net income (loss) for the six months ended August 2, 2019			Net income (loss) for the fiscal year ended February 1, 2019
VMware(2)		16.1	%	$	213,244	$	203,742	$	(9,642	)	$	(22,846	)		100	%	$	1,324,499	$	1,265,478	$	(59,889	)	$	(141,898	)
Dell Owners(3)		64.0	%	$	847,679	$	809,906	$	(38,329	)	$	(90,815	)		81.09	%	$	1,074,036	$	1,026,176	$	(48,564	)	$	(115,065	)
EMC LLC(4)		47.9	%	$	634,435	$	606,164	$	(28,687	)	$	(67,969	)		—	%	$	—	$	—	$	—		$	—
Merger sub(5)		—	%	$	—	$	—	$	—		$	—			N/A			N/A		N/A		N/A			N/A

(1): Percentage interest expresses percentage interest in net book value and net earnings.
(2): Reflects shares of common stock beneficially owned by VMware.

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(3): Reflects shares of common stock beneficially owned directly or indirectly by Dell, Denali, EMC Corporation and VMW Holdings.
(4): Reflects shares of common stock beneficially owned by EMC LLC. Following the consummation of the merger, EMC LLC will no longer directly or indirectly beneficially own any shares of common stock.
(5): Merger sub's separate corporate existence will cease as a result of the merger.

A primary benefit of the merger to Pivotal's stockholders (other than VMware, Dell, VMW Holdings and EMC LLC) will be the right of such stockholders to receive the merger consideration as described above: the Class A merger consideration of $15.00 per share of Class A common stock which represents a premium of approximately 81% to the closing price of Class A common stock following the public announcement on August 14, 2019 in an amendment to Dell's Schedule 13D for VMware and Pivotal's issuance of a press release on August 14, 2019 and public filing of a Current Report on Form 8-K on August 15, 2019, disclosing that the Pivotal Special Committee and the VMware Special Committee were in discussions in connection with a potential transaction, pursuant to which the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00.

The primary detriments of the merger to such stockholders include the lack of interest of such stockholders in Pivotal's potential future earnings, growth or value. Additionally, the receipt of cash in exchange for the Class A common stock pursuant to the merger will generally be a taxable sale transaction for U.S. federal income tax purposes to our stockholders who surrender shares of Class A common stock in the merger.

Effects on Pivotal if the Merger is Not Completed

In the event that the proposal to adopt the merger agreement does not receive the required approvals of the stockholders described elsewhere in this proxy statement, or if the merger is not completed for any other reason, Pivotal's stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, Pivotal will remain an independent public company, the Class A common stock will continue to be listed and traded on the NYSE, the Class A common stock will continue to be registered under the Exchange Act and Pivotal's stockholders will continue to own their shares of the common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the common stock.

If the merger is not completed, there can be no assurances as to the effect of these risks and opportunities on the future value of your shares of Class A common stock, including the risk that the market price of the Class A common stock may decline to the extent that the current market price of the Class A common stock reflects a market assumption that the merger will be completed. If the merger is not completed, there can be no assurances that any other transaction acceptable to Pivotal will be offered or that the business, operations, financial condition, earnings or prospects of Pivotal will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances Pivotal is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled "The Merger Agreement—Termination of the Merger Agreement."

Under certain circumstances, if the merger is not completed, Pivotal may be obligated to pay to VMware a termination fee. Please see the section of this proxy statement entitled "The Merger Agreement—Termination Fees and Expenses."

Interests of Pivotal's Directors and Executive Officers in the Merger

Certain of Pivotal's directors and executive officers have interests in the merger that are in addition to, or different from, the interests of other stockholders. The Pivotal Special Committee and the Pivotal Board were each aware of these interests and considered them, among other matters, in evaluating and

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approving the merger agreement and the merger, and in recommending the approval of the merger agreement proposal and the adjournment proposal to Pivotal's stockholders. These interests are described in further detail below. For purposes of the agreements and plans described below, to the extent applicable, the completion of the merger will constitute a change in control.

Some of Pivotal's directors and officers own stock or other equity interests in Dell and VMware. In addition, some of Pivotal's directors are officers or directors of Dell and VMware. The Pivotal Board includes three members of the Dell Board: Mr. Michael S. Dell, Mr. Egon Durban and Mr. William D. Green. Mr. Dell also serves as Chairman and Chief Executive Officer of Dell. The Pivotal Board also includes two members of the VMware Board: Mr. Michael S. Dell and Mr. Egon Durban and one officer of VMware: Mr. Zane Rowe, who serves as the Chief Financial Officer and Executive Vice President of VMware.

Certain of Pivotal's directors and executive officers hold stock options to purchase shares of Class A common stock ("Pivotal options") and restricted stock units with respect to shares of Class A common stock ("Pivotal RSUs"). See "Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management."

Treatment of Options

In connection with the completion of the merger and subject to the terms of the merger agreement, each Pivotal option will be treated as follows:

•: Cashed-Out Options. Immediately after the effective time, the portion of any Pivotal option that was either (i) outstanding and vested immediately prior to the effective time with a per share exercise price less than the Class A merger consideration that would be payable in respect of a share of Class A common stock underlying such Pivotal option or (ii) outstanding and held by a non-employee director of Pivotal (whether vested or unvested), will be cancelled in exchange for a cash payment to the holder of such Pivotal option equal to the excess of the Class A merger consideration payable in respect of the shares of Class A common stock issuable upon exercise of such Pivotal option had such Pivotal option been exercised in full prior to the effective time over the aggregate exercise price of such Pivotal option (net of tax withholdings) (the "Pivotal option cash out amount").
•: Substituted Options. As of the effective time, VMware will substitute the portion of any Pivotal option that is outstanding and unvested immediately prior to the effective time, with a per share exercise price less than the Class A merger consideration that would be payable in respect of a share of Class A common stock underlying such Pivotal option and is held by a continuing employee (as defined in the merger agreement), with an option granted under VMware's Amended and Restated 2007 Equity and Incentive Plan (the "VMware plan"), on the same material terms and conditions as were applicable to such Pivotal option as of immediately prior to the effective time, except that (i) any continued employment or service requirement will be based on continued employment or service with VMware or its subsidiaries (including the surviving corporation) following the closing date; (ii) the number of shares of VMware Class A common stock, rounded down to the nearest whole share, will equal the number of shares of Class A common stock subject to such Pivotal option multiplied by a fraction, the numerator of which will be the Class A merger consideration and the denominator of which will be equal to the average of the closing prices of VMware Class A common stock on the NYSE for the ten trading days ending on (and inclusive of) the trading day that is five trading days immediately prior to the closing date (such fraction, the "option exchange ratio"); and (iii) the exercise price per share of VMware Class A common stock will equal the per share exercise price of such Pivotal option divided by the option exchange ratio, rounded up to the nearest whole cent (each such Pivotal option, as so adjusted, a "substituted option").

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•: Other Options. All Pivotal options (or portions thereof) not cancelled in exchange for the Pivotal option cash out amount or substituted for a substituted option will be cancelled at the effective time without payment of any consideration.

As of October 15, 2019, Pivotal's executive officers held an aggregate of 7,935,541 Pivotal options that were vested and exercisable for a per share exercise price less than the Class A merger consideration and an aggregate of 950,527 Pivotal options that were unvested and exercisable for an exercise price less than the Class A merger consideration and that are eligible for vesting acceleration in the event of the holder's qualifying termination of employment (see the section "—Change in Control Severance Agreements"). As of October 15, 2019, Pivotal's non-employee directors held an aggregate of 1,050,000 Pivotal options, all of which were vested and exercisable for a per share exercise price less than the Class A merger consideration.

Treatment of RSUs

In connection with the completion of the merger and subject to the terms of the merger agreement, each Pivotal RSU will be treated as follows:

•: Cashed-Out RSUs. As of the effective time, each Pivotal RSU (or portion thereof) that (i) remains outstanding and vested as of immediately prior to the effective time or (ii) that is held by a non-employee director of Pivotal (whether vested or unvested) (each, a "cashed-out RSU"), will be cancelled in exchange for a cash payment to the holder of such cashed-out RSU equal to the number of shares of Class A common stock underlying such cashed-out RSU multiplied by the Class A merger consideration (net of tax withholdings) (the "Pivotal RSU cash out amount"); provided that any payment of Class A merger consideration in respect of any such Pivotal RSU which immediately prior to such cancellation was treated as "deferred compensation" subject to section 409A of the code shall be made on the earliest possible date that such payment would not trigger a tax or penalty under section 409A of the code.
•: Substituted RSUs. As of the effective time, each Pivotal RSU (or portion thereof) that is held by a continuing employee and remains outstanding and unvested immediately prior to the effective time will be substituted with a restricted stock unit award granted under the VMware plan (each, a "substituted RSU"); the number of shares of VMware Class A common stock subject to each such substituted RSU will equal the number of shares of Class A common stock subject to the corresponding Pivotal RSU multiplied by the option exchange ratio, rounded down to the nearest whole share; and the substituted RSUs will continue to have, and be subject to, the same material terms and conditions as were applicable to such Pivotal RSU as of immediately prior to the effective time, except that: (i) any continued employment or service requirement will be based on continued employment or service with VMware or its subsidiaries following the closing date; (ii) the vesting dates for the substituted RSUs will be changed following the effective time to occur on the first day of the applicable month in which the vesting for each corresponding Pivotal RSU would have otherwise occurred; and (iii) on, and only with respect to, the first such vesting date, an additional amount will vest equal to the number of shares of Class A common stock underlying the corresponding Pivotal RSU, if any, that would have vested between the closing date and the first day of the calendar month next occurring thereafter had the original vesting schedule for such Pivotal RSU remained in effect.
•: Other RSUs. All Pivotal RSUs (or portions thereof) not cancelled in exchange for a Pivotal RSU cash out amount or substituted for substituted RSUs will be cancelled at the effective time without payment of any consideration.

As of October 15, 2019, Pivotal's executive officers held an aggregate of 2,464,777 Pivotal RSUs, none of which were vested and unsettled as of such date, but that are eligible for vesting acceleration in the event of the holder's qualifying termination of employment (see the section "—Change in Control

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Severance Agreements"). As of October 15, 2019, Pivotal's non-employee directors held an aggregate of 41,007 Pivotal RSUs, none of which were vested and unsettled as of such date.

Estimate of Amounts Payable for Pivotal Option and RSU Cash Out Amount

If the effective time occurred on October 15, 2019, the aggregate Pivotal option cash out amount and Pivotal RSU cash out amount that would be payable to Pivotal's executive officers with regard to awards vested at that time (disregarding any accelerated vesting described in the section "—Change in Control Severance Agreements," below) would have been approximately $63.2 million, and the aggregate Pivotal option cash out amount and Pivotal RSU cash out amount that would be payable to Pivotal's directors would have been approximately $10.1 million.

Change in Control Severance Agreements

Pivotal has entered into double-trigger change in control severance agreements with each of its executive officers (the "CIC Severance Agreements"), which provide that if during a "potential change in control period" (as defined below) or within 24 months following a change in control of Pivotal (as defined in the CIC Severance Agreements), the executive's employment is terminated (i) other than by Pivotal for "cause" (as defined in the CIC Severance Agreements), (ii) by reason of death or disability or (iii) by the executive without "good reason" (as defined in the CIC Severance Agreements) (scenarios (i) through (iii), collectively, a "qualifying termination of employment"), then the executive will be entitled to receive, subject to his or her execution of a release of claims against Pivotal:

•: an amount equal to 100% of the executive's then-current annual base salary in cash in a lump sum;
•: an amount equal to 100% of the executive's target annual bonus for the fiscal year of termination in cash in a lump sum;
•: health insurance benefits for the executive and his or her dependents for 24 months following the date of termination or until such earlier date on which the executive becomes entitled to receive comparable benefits under an employer or government plan;
•: a prorated portion of the executive's bonus compensation for the fiscal year of termination in cash in a lump sum; and
•: accelerated vesting of any outstanding equity or equity-based awards (including any award substituted in the change in control) and extension of the post-termination exercise period for outstanding options for up to 24 months following the qualifying termination date.

The completion of the merger will constitute a change in control under the CIC Severance Agreements. A potential change in control period is defined to begin upon: (i) Pivotal's execution of an agreement, the consummation of which would result in the occurrence of a change in control, (ii) the public announcement of an action, the consummation of which would result in the occurrence of a change in control or (iii) the adoption by the Pivotal Board of a resolution to the effect that a potential change in control has occurred. A potential change in control period is defined to end upon a change in control, unless the potential change in control event terminates in specified circumstances earlier. For purposes of the CIC Severance Agreements, a potential change in control period has been triggered and will remain in effect through the closing date, based on the following independent trigger events: (i) the filing of an amendment to Dell's Schedule 13D with regard to its holdings in VMware on August 14, 2019 which announced discussions between VMware and Pivotal over the possibility of a business combination, (ii) the filing of a current report on Form 8-K by Pivotal on August 15, 2019 announcing the potential business combination and (iii) the execution of the merger agreement on August 22, 2019. This potential change in control period will remain in effect through the closing date.

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The aggregate value of the severance payments and benefits described above that would be paid or become payable to Pivotal's executive officers if the effective time of the merger occurred on October 15, 2019 and they all experienced a qualifying termination of employment under the CIC Severance Agreements at such time would have been approximately $48.2 million.

Board of Directors and Management Following the Merger

Prior to the effective time, Pivotal will direct each member of the Pivotal Board to execute and deliver a resignation letter, which will be effective immediately prior to the effective time. At the effective time, the directors and officers of merger sub will be the directors and officers of the surviving corporation, until the earlier of their resignation or removal or until their successors are duly elected and qualified, subject to the surviving corporation's certificate of incorporation and bylaws and the DGCL.

Indemnification and Insurance

Under the merger agreement, VMware and merger sub agreed that all preexisting rights to indemnification in favor of Pivotal's current or former directors or officers as in effect on the date of the merger agreement for acts or omissions occurring prior to the effective time will be assumed and performed by the surviving corporation and will continue in full force and effect until the later of six years following the effective time or the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable law. For six years after the effective time, VMware will cause to be maintained in effect provisions in the surviving corporation's certificate of incorporation and bylaws regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence prior to the date of the merger agreement. In addition, at or prior to the effective time, Pivotal will, or if Pivotal is unable to, VMware will, cause the surviving corporation to obtain and pay the premium for a six-year prepaid non-cancelable "tail policy" providing directors' and officers' liability insurance on terms that are no less favorable than the coverage provided under Pivotal's existing policies, with respect to matters arising at or prior to the effective time and with a claims reporting or discovery period of at least six years from the effective time. For more information, see "The Merger Agreement—Indemnification and Insurance."

New Arrangements

As of the date of this proxy statement, none of Pivotal's directors or executive officers have entered into any amendments or modifications to their existing employment, compensation or other agreements or arrangements with Pivotal in connection with the merger, nor have they entered into any such agreements or arrangements with VMware or its affiliates. The merger is not conditioned upon any director or executive officer of Pivotal entering into any such agreements or arrangements.

After the signing of the merger agreement, VMware has had discussions regarding the potential terms of new employment agreements with Pivotal's CEO and some of Pivotal's other executive officers. While some of Pivotal's executive officers may enter into new employment agreements, these matters are subject to negotiations and no terms or conditions have been agreed to.

Post-Closing Compensation and Employee Benefits

Under the merger agreement, VMware has agreed to provide, or cause the surviving corporation to provide, to any continuing employee (as defined in the merger agreement), including any continuing employee who was an executive officer of Pivotal, the compensation and benefits described under "The Merger Agreement—Employee Matters."

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Accounting Treatment of the Merger

Dell holds the controlling financial interests in both VMware and Pivotal. As a result, the merger will be considered a transaction between entities under common control. A common control transaction has no effect on the parent's consolidated financial statements. Therefore, in accordance with Accounting Standard Codification 805-50, the assets and liabilities transferred between entities under common control should be recorded by the receiving entity based on their historical carrying amounts in the parent's consolidated financial statements. VMware, as the receiving entity, will record Pivotal's assets and liabilities based on their historical carrying amounts. Any difference between the consideration transferred by VMware and the carrying amounts of the assets and liabilities received from Pivotal will be recognized as a component of equity. This transaction will require VMware to retrospectively recast its financial statements for all periods during which VMware and Pivotal were under common control.

Material U.S. Federal Income Tax Consequences of the Merger

The following are the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of the Class A common stock. This discussion applies only to U.S. holders that hold the Class A common stock as a capital asset within the meaning of Section 1221 of the code. This discussion does not address the consequences of the merger to holders who receive cash pursuant to the exercise of appraisal rights. In addition, this discussion does not address the application of the Medicare contribution tax on net investment income or the application of the U.S. alternative minimum tax. This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder's particular circumstances or to holders subject to special rules, such as:

•: dealers or traders subject to a mark-to-market method of tax accounting with respect to the Class A common stock;
•: persons holding the Class A common stock as part of a straddle, hedging transaction, conversion transaction, integrated transaction or constructive sale transaction;
•: persons whose functional currency is not the U.S. dollar;
•: entities classified as partnerships for U.S. federal income tax purposes;
•: persons who acquired the Class A common stock through the exercise of compensatory stock options or otherwise as compensation;
•: persons subject to special accounting rules under Section 451(b) of the code;
•: certain financial institutions;
•: regulated investment companies;
•: real estate investment trusts; or
•: tax-exempt entities, including an "individual retirement account" or "Roth IRA."

If an entity that is classified as a partnership for U.S. federal income tax purposes holds the Class A common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding the Class A common stock and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of the merger to them.

This discussion is based on the code, administrative pronouncements, judicial decisions and final and temporary Treasury regulations, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws are not addressed.

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For purposes of this discussion, the term "U.S. holder" means a beneficial owner of the Class A common stock that is:

•: a citizen or individual resident of the United States;
•: a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or
•: an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

The exchange of the Class A common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose Class A common stock is converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such Class A common stock and the U.S. holder's tax basis in such Class A common stock. Gain or loss will be determined separately for each block of the Class A common stock (i.e., each group of shares of the Class A common stock acquired at the same cost in a single transaction). Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder's holding period for the relevant block of the Class A common stock exceeds one year at the time of the completion of the merger. Long-term capital gains of non-corporate U.S. holders generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Payments made in exchange for shares of the Class A common stock generally will be subject to information reporting unless the holder is an "exempt recipient" and may also be subject to backup withholding at a rate of 24%. To avoid backup withholding, U.S. holders that do not otherwise establish an exemption should complete and return Internal Revenue Service Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding.

Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against a holder's U.S. federal income tax liability, provided the relevant information is timely furnished to the Internal Revenue Service.

You are urged to consult your tax adviser with respect to the application of U.S. federal income tax laws to your particular circumstances as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under any state, local or foreign tax laws.

Litigation Related to the Merger

As of the date of this proxy statement, Pivotal is aware of five complaints related to the merger agreement having been filed: Briant v. Pivotal Software, Inc., No. 1:19-cv-09479 (S.D.N.Y. Oct. 14, 2019); Plumley v. Pivotal Software, Inc., No. 1:19-cv-01974 (D. Del. Oct. 17, 2019); Shan v. Pivotal Software, Inc., No. 3:19-cv-06814 (N.D. Cal. Oct. 21, 2019); Silverberg v. Pivotal Software, Inc., No. 3:19-cv-06977 (N.D. Cal. Oct. 24, 2019); and Rothman v. Pivotal Software, Inc., No. 3:19-cv-07066 (N.D. Cal. Oct. 28, 2019). The complaints are brought by putative stockholders against Pivotal and members of the Pivotal Board and the Pivotal Special Committee. The Shan complaint also names VMware and merger sub as defendants. Among other things, the complaints allege that the disclosures in this proxy statement violate the Exchange Act and the rules and regulations promulgated thereunder. In addition, the Shan complaint alleges that members of the Pivotal Board breached their fiduciary duties in connection with the Pivotal Board's approval of the merger agreement. The plaintiffs in these cases seek various forms of relief, including unspecified monetary damages, legal fees, and injunctive relief enjoining consummation of the merger. The plaintiffs in all actions other than Briant seek to have their cases certified as class actions.

The defendants, including Pivotal and the members of the Pivotal Special Committee and the Pivotal Board, believe that the claims asserted in these lawsuits are without merit. Nevertheless, the outcome of these lawsuits is uncertain and cannot be predicted with any certainty.

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SELECTED CONSOLIDATED FINANCIAL DATA OF PIVOTAL

The following tables contain selected consolidated financial data of Pivotal. Pivotal's fiscal year is the 52- or 53-week period ending on the Friday nearest to January 31 of each year. Pivotal's fiscal year 2019 ("fiscal year 2019") ended on February 1, 2019, Pivotal's fiscal year 2018 ("fiscal year 2018") ended on February 2, 2018, Pivotal's fiscal year 2017 ("fiscal year 2017") ended on February 3, 2017 and Pivotal's fiscal year 2016 ("fiscal year 2016") ended on January 29, 2016. Pivotal's second quarter of fiscal year 2020 ended on August 2, 2019 and Pivotal's second quarter of fiscal year 2019 ended on August 3, 2018.

The selected consolidated statements of operations data for fiscal year 2019, fiscal year 2018 and fiscal year 2017 and the selected consolidated balance sheet data as of February 1, 2019 and February 2, 2018 are derived from the annual audited consolidated financial statements included in Pivotal's most recently filed Annual Report on Form 10-K for the fiscal year ended February 1, 2019, which is incorporated by reference herein. The selected consolidated statement of operations data for fiscal year 2016 and the selected consolidated balance sheet data as of February 3, 2017 are derived from the audited consolidated financial statements included in Pivotal's Prospectus filed on Form S-1 on April 20, 2018. The selected consolidated statements of operations data for the first six months of fiscal 2020 and 2019 and the selected consolidated balance sheet data as of August 2, 2019 are derived from the unaudited consolidated financial statements in Pivotal's most recently filed Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2019, which is incorporated by reference herein, as well as other accounting records. Pivotal's unaudited consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and include, in Pivotal's opinion, all adjustments, consisting of normal recurring adjustments that Pivotal considers necessary for a fair statement of the financial information set forth in those financial statements.

Pivotal's historical results are not necessarily indicative of the results that may be expected in the future. The following summary consolidated financial and other data should be read in conjunction with the other information contained in Pivotal's Annual Report on Form 10-K for the fiscal year ended February 1, 2019 and its Quarterly Reports on Form 10-Q for the quarters ended May 3, 2019 and August 2, 2019, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included therein.

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	Six Months Ended						Fiscal Year Ended

	August 2, 2019(1)			August 3, 2018			February 1, 2019			February 2, 2018			February 3, 2017			January 29, 2016
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue:
Subscription	$	263,846		$	187,615		$	400,866		$	259,018		$	149,995		$	94,976
Services		114,865			132,528			256,628			250,418			266,272			185,898

Total revenue		378,711			320,143			657,494			509,436			416,267			280,874
Cost of revenue:
Subscription		17,664			16,234			32,142			30,472			31,253			33,830
Services		103,463			104,291			208,573			197,922			203,096			153,509

Total cost of revenue		121,127			120,525			240,715			228,394			234,349			187,339

Gross profit		257,584			199,618			416,779			281,042			181,918			93,535
Operating expenses:
Sales and marketing		164,260			139,688			286,385			221,187			194,322			187,292
Research and development		114,931			91,429			196,406			160,947			152,122			120,493
General and administrative		44,702			37,433			80,802			67,204			61,994			58,472

Total operating expenses		323,893			268,550			563,593			449,338			408,438			366,257

Loss from operations		(66,309	)		(68,932	)		(146,814	)		(168,296	)		(226,520	)		(272,722	)
Other income (expense), net		7,420			546			5,486			2,145			(3,732	)		(6,183	)

Loss before provision for (benefit from) income taxes		(58,889	)		(68,386	)		(141,328	)		(166,151	)		(230,252	)		(278,905	)
Provision for (benefit from) income taxes		1,000			(227	)		570			(2,637	)		2,614			3,767
Net loss	$	(59,889	)	$	(68,159	)	$	(141,898	)	$	(163,514	)	$	(232,866	)	$	(282,672	)



Less: Net loss (income) attributable to non-controlling interest		37			37			(5	)		(1	)		329			126
Net loss attributable to Pivotal	$	(59,852	)	$	(68,122	)	$	(141,903	)	$	(163,515	)	$	(232,537	)	$	(282,546	)



Net loss per share attributable to common stockholders, basic and diluted	$	(0.22	)	$	(0.38	)	$	(0.64	)	$	(2.38	)	$	(3.45	)	$	(4.42	)



Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		270,619			181,404			221,149			68,574			67,337			63,955

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	August 2, 2019(1)		February 1, 2019		February 2, 2018			February 3, 2017

Consolidated Balance Sheet Data:
Cash and cash equivalents	$	808,432	$	701,733	$	73,012		$	133,873
Current assets		1,010,298		1,067,486		366,734			328,689
Noncurrent assets		910,394		782,982		786,663			787,556
Working capital		593,211		581,511		6,620			49,153
Total assets		1,920,692		1,850,468		1,153,397			1,116,245
Deferred revenue, current		304,977		376,985		260,341			176,976
Current liabilities		417,087		485,975		360,114			279,536
Deferred revenue, noncurrent		55,429		89,603		57,126			65,656
Long-term obligations, excluding deferred revenue		123,677		9,412		28,358			13,370
Non-controlling interest		680		717		712			711
Redeemable convertible preferred stock		—		—		1,248,327			1,248,327
Total stockholders' equity (deficit)	$	1,324,499	$	1,265,478	$	(540,528	)	$	(490,644	)

	Six Months Ended				For the Year Ended											Transition Period January 1 to February 3, 2017(2)(3)

	August 2, 2019(1)		August 3, 2018		February 1, 2019		February 2, 2018(2)(3)		December 31, 2016(2)(3)		December 31, 2015(3)			December 31, 2014(3)		Transition Period January 1 to February 3, 2017(2)(3)
	(amounts in millions, except per share amounts, and shares in thousands)
Results of Operations Data:
Revenue:
License	$	1,879	$	1,674	$	3,788	$	3,200	$	2,799	$	2,720		$	2,591	$	134
Services		2,826		2,509		5,186		4,662		4,274		3,927			3,444		378
GSA settlement		—		—		—		—		—		(76	)		—		—

Total revenue	$	4,705	$	4,183	$	8,974	$	7,862	$	7,073	$	6,571		$	6,035	$	512
Operating income (loss)		938		891		2,050		1,702		1,469		1,197			1,027		(42	)
Net income (loss)		5,430		1,586		2,422		659		1,223		997			886		(5	)
Net income (loss) per weighted average share, basic, for Classes A and B	$	13.24	$	3.91	$	5.94	$	1.62	$	2.91	$	2.35		$	2.06	$	(0.01	)
Net income (loss) per weighted average share, diluted, for Classes A and B	$	13.01	$	3.85	$	5.85	$	1.59	$	2.87	$	2.34		$	2.04	$	(0.01	)
Weighted average shares, basic, for Classes A and B		410,088		406,040		407,766		406,738		420,520		424,003			430,355		408,625
Weighted average shares, diluted, for Classes A and B		417,488		412,389		414,267		413,368		423,994		426,547			434,513		408,625

	August 2, 2019(1)			February 1, 2019			February 2, 2018(2)		February 3, 2017(2)		December 31, 2016(2)		December 31, 2015(2)		December 31, 2014

Balance Sheet Data:
Cash, cash equivalents and short-term investments(4)	$	2,948		$	2,849		$	11,653	$	8,393	$	7,985	$	7,509	$	7,075
Working capital(4)(5)		(229	)		(45	)		9,026		5,908		6,114		5,581		4,886
Total assets		20,372			14,662			21,206		16,837		17,090		16,130		15,216
Total unearned revenue		7,533			6,978			5,839		4,885		5,168		4,634		4,833
Long-term obligations(6)(7)		4,246			4,242			4,234		1,500		1,500		1,500		1,500
Total stockholders' equity		5,199			551			8,624		8,975		8,853		8,642		7,586

	As of and for the six months ended August 2, 2019		As of and for the fiscal year ended February 1, 2019			As of and for the fiscal year ended February 2, 2018			As of and for the fiscal year ended December 31, 2016			Transition Period January 1 to February 3, 2017

Net income (loss) per weighted-average share (basic)	$	13.24	$	5.94		$	1.62		$	2.91			(0.01	)
Net income (loss) per weighted-average share (diluted)		13.01		5.85			1.59			2.87			(0.01	)
Cash dividends per share		—		26.81			—			—			—
Book value per share(1)	$	12.70	$	NP(	2)	$	NP	(2)	$	NP	(2)	$	NP	(2)

	High		Low

Fiscal Year 2019
Quarter ended May 4, 2018	$	19.00	$	15.11
Quarter ended August 3, 2018	$	31.24	$	17.53
Quarter ended November 2, 2018	$	29.15	$	17.03
Quarter ended February 1, 2019	$	19.61	$	14.43
Fiscal Year 2020
Quarter ended May 3, 2019	$	24.39	$	18.24
Quarter ended August 2, 2019	$	21.80	$	9.34
Quarter ended November 1, 2019	$	14.99	$	8.03

Name		Position With Pivotal

Paul Maritz		Chairman of the Pivotal Board
Michael S. Dell		Director
Zane Rowe		Director
Egon Durban		Director
William D. Green		Director
Marcy S. Klevorn		Director
Madelyn J. Lankton		Director
Robert Mee		Chief Executive Officer and Director
William Cook		President
Onsi Fakhouri		Senior Vice President, Cloud R&D
Cynthia Gaylor		Senior Vice President, Chief Financial Officer
Edward Hieatt		Senior Vice President, Customer Success
Andrew Cohen		Senior Vice President, General Counsel and Corporate Secretary
Scott Yara		Senior Vice President, Products

Name of Beneficial Owner

Principal Stockholders:
Michael S. Dell(2)	175,514,272	62.6	%	175,514,272	100	%	94.4	%
Dell Technologies Inc.(3)	175,514,272	62.6	%	175,514,272	100	%	94.4	%
EMC Corporation(3)	175,514,272	62.6	%	175,514,272	100	%	94.4	%
EMC Equity Assets LLC(3)	175,514,272	62.6	%	175,514,272	100	%	94.4	%
VMware, Inc.(3)	175,514,272	62.6	%	175,514,272	100	%	94.4	%
Ford Motor Company(4)	17,516,709	16.7	%	—	—		*
FMR LLC(5)	14,459,818	13.8	%	—	—		*
The Vanguard Group(6)	6,807,530	6.5	%	—	—		*
Named Executive Officers and Directors:
Robert Mee(7)	2,467,233	2.3	%	—	—		*
William Cook(8)	2,233,875	2.1	%	—	—		*
Scott Yara(9)	1,744,183	1.6	%	—	—		*
Paul Maritz(10)	1,013,334	1.0	%	—	—		*
Michael S. Dell(2)	175,514,272	62.6	%	175,514,272	100	%	94.4	%
Zane Rowe	—	—		—	—		—
Egon Durban	—	—		—	—		—
William D. Green(11)	63,334	*		—	—		*
Marcy S. Klevorn	—	—		—	—		—
Madelyn J. Lankton(12)	4,152	*		—	—		*
All executive officers and directors as a group (14 persons)(13)	185,011,737	64.0	%	175,514,272	100	%	94.4	%

Name		Position With VMware

Michael S. Dell		Chairman of the VMware Board
Anthony J. Bates		Director
Marianne Brown		Director
Michael W. Brown		Director
Donald J. Carty		Director
Egon Durban		Director
Karen E. Dykstra		Director
Paul Sagan		Director
Patrick Gelsinger		Chief Executive Officer and Director
Zane Rowe		Executive Vice President and Chief Financial Officer
Maurizio Carli		Executive Vice President, Worldwide Sales and Services
Amy Fliegelman Olli		Senior Vice President, General Counsel and Secretary
Sanjay Poonen		Chief Operations Officer, Customer Operations
Rangarajan (Raghu) Raghuram		Chief Operating Officer, Products and Cloud Services
Rajiv Ramaswami		Chief Operating Officer, Products and Cloud Services

Name		Position With Merger Sub

Craig Norris		President, Secretary and Director
Andrew Munk		Vice President, Finance and Director
Jim Blake		Vice President, Tax
John Mills		Assistant Secretary

Name		Position With Dell

Michael S. Dell		Chairman of the Dell Board and Chief Executive Officer
David W. Dorman		Director
Egon Durban		Director
William D. Green		Director
Ellen J. Kullman		Director
Simon Patterson		Director
Lynn M. Vojvodich		Director
Jeffrey W. Clarke		Vice Chairman, Products and Operations
Allison Dew		Chief Marketing Officer
Howard D. Elias		President, Services and Digital
Marius Haas		President and Chief Commercial Officer
Steven H. Price		Chief Human Resources Officer
Karen H. Quintos		Chief Customer Officer
Rory Read		Chief Operating Executive, Dell and President, Virtustream
Richard J. Rothberg		General Counsel
William F. Scannell		President, Global Enterprise Sales and Customer Operations, Dell EMC
Thomas W. Sweet		Chief Financial Officer

Name		Position With EMC Corporation

Robert L. Potts		Senior Vice President, Corporate Securities & Finance Counsel, Assistant Secretary
Michael S. Dell		Chief Executive Officer and Chairman
Tyler W. Johnson		Senior Vice President and Treasurer
Richard J. Rothberg		General Counsel and Secretary
Thomas W. Sweet		Chief Financial Officer
Tom Vallone		Senior Vice President, Tax
Maya G. McReynolds		Senior Vice President and Chief Accounting Officer

Name		Position With VMW Holdings

Robert L. Potts		Senior Vice President, Corporate Securities & Finance Counsel, Assistant Secretary
Michelle A. Dreyer		Independent Director
Michael S. Dell		Chief Executive Officer and Chairman
Tyler W. Johnson		Senior Vice President and Treasurer
Richard J. Rothberg		General Counsel and Secretary
Thomas W. Sweet		Chief Financial Officer
Tom Vallone		Senior Vice President, Tax
Maya G. McReynolds		Senior Vice President and Chief Accounting Officer



ARTICLE I THE MERGER		A-2
Section 1.1	The Merger	A-2
Section 1.2	Closing	A-2
Section 1.3	Effective Time	A-2
Section 1.4	Effects of the Merger	A-2
Section 1.5	Certificate of Incorporation; Bylaws	A-3
Section 1.6	Directors and Officers	A-3
ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES		A-3
Section 2.1	Conversion of Class A Shares	A-3
Section 2.2	Conversion of Class B Shares	A-4
Section 2.3	Treatment of Options and RSUs; ESPP	A-4
Section 2.4	Exchange and Payment for Class A Shares	A-7
Section 2.5	Class B Conversion	A-9
Section 2.6	Withholding Rights	A-10
Section 2.7	Dissenting Shares	A-10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PIVOTAL		A-10
Section 3.1	Organization, Standing and Power	A-11
Section 3.2	Capital Stock	A-11
Section 3.3	Subsidiaries	A-12
Section 3.4	Authority	A-13
Section 3.5	No Conflict; Consents and Approvals	A-13
Section 3.6	SEC Reports; Financial Statements; Minutes	A-14
Section 3.7	No Undisclosed Liabilities	A-16
Section 3.8	Certain Information	A-16
Section 3.9	Absence of Certain Changes or Events	A-17
Section 3.10	Litigation	A-17
Section 3.11	Compliance with Laws	A-17
Section 3.12	Benefit Plans	A-17
Section 3.13	Labor Matters	A-20
Section 3.14	Environmental Matters	A-20
Section 3.15	Taxes	A-21
Section 3.16	Material Contracts	A-23
Section 3.17	Insurance	A-24
Section 3.18	Properties	A-25
Section 3.19	Intellectual Property	A-25
Section 3.20	Certain Payments	A-29
Section 3.21	Customers	A-30
Section 3.22	Privacy and Data Security	A-30
Section 3.23	Export Approvals	A-31
Section 3.24	Government Contracts	A-31
Section 3.25	State Takeover Statutes	A-33
Section 3.26	Related Persons Transactions	A-33
Section 3.27	Brokers	A-33
Section 3.28	Opinion of Financial Advisor	A-33
Section 3.29	No Other Representations and Warranties	A-33



ARTICLE IV REPRESENTATIONS AND WARRANTIES OF VMWARE AND MERGER SUB		A-34
Section 4.1	Organization, Standing and Power	A-34
Section 4.2	Authority	A-34
Section 4.3	No Conflict; Consents and Approvals	A-35
Section 4.4	Certain Information	A-35
Section 4.5	Brokers	A-36
Section 4.6	Merger Sub	A-36
Section 4.7	Financing	A-36
Section 4.8	No Other Representations and Warranties	A-36
ARTICLE V COVENANTS		A-36
Section 5.1	Conduct of Business	A-36
Section 5.2	No Solicitation; Recommendation of the Merger	A-39
Section 5.3	Preparation of Proxy Statement; Schedule 13E-3; Stockholders' Meeting; Other Filings	A-42
Section 5.4	Access to Information; Confidentiality	A-44
Section 5.5	Commercially Reasonable Efforts	A-45
Section 5.6	Takeover Laws	A-45
Section 5.7	Litigation	A-46
Section 5.8	Notification of Certain Matters	A-46
Section 5.9	Indemnification, Exculpation and Insurance	A-46
Section 5.10	Resignation of Directors	A-47
Section 5.11	Public Announcements	A-47
Section 5.12	Stock Exchange Delisting; Deregistration	A-48
Section 5.13	Section 16 Matters	A-48
Section 5.14	Employee Matters	A-48
Section 5.15	Certain Tax Matters	A-49
Section 5.16	Black Duck Scan	A-50
Section 5.17	Support Agreement	A-50
ARTICLE VI CONDITIONS PRECEDENT		A-50
Section 6.1	Conditions to Each Party's Obligation to Effect the Merger	A-50
Section 6.2	Conditions to the Obligations of VMware and Merger Sub	A-50
Section 6.3	Conditions to the Obligations of Pivotal	A-51
Section 6.4	Frustration of Closing Conditions	A-52
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER		A-52
Section 7.1	Termination	A-52
Section 7.2	Effect of Termination	A-54
Section 7.3	Fees and Expenses	A-54
Section 7.4	Amendment or Supplement	A-55
Section 7.5	Extension of Time; Waiver	A-55
ARTICLE VIII GENERAL PROVISIONS		A-56
Section 8.1	Nonsurvival of Representations and Warranties	A-56
Section 8.2	Notices	A-56
Section 8.3	Certain Definitions	A-57
Section 8.4	Interpretation	A-63
Section 8.5	Entire Agreement	A-63



Section 8.6	No Third Party Beneficiaries	A-63
Section 8.7	Governing Law	A-63
Section 8.8	Submission to Jurisdiction	A-64
Section 8.9	Assignment; Successors	A-64
Section 8.10	Specific Performance	A-64
Section 8.11	Currency	A-65
Section 8.12	Severability	A-65
Section 8.13	Waiver of Jury Trial	A-65
Section 8.14	Counterparts	A-65
Section 8.15	Electronic Signature	A-65
Section 8.16	No Presumption Against Drafting Party	A-65

Definition		Location

Acceptable Confidentiality Agreement		5.2(b)
Acquisition Proposal		5.2(j)(i)
Adverse Recommendation Change		5.2(c)(i)
Affiliate		8.3(a)
Agreement		Preamble
Alternative Acquisition Agreement		5.2(c)(ii)
Applicable Anti-Corruption Laws		3.20
Base Amount		5.9(b)
Black Duck		5.16
Business Day		8.3(b)
Cashed Out RSU		2.3(c)(i)
Certificate of Merger		1.3
Class A Book-Entry Shares		2.4(b)
Class A Certificates		2.4(b)
Class A Merger Consideration		2.1(a)
Class A Shares		2.1(a)
Class B Exchange Ratio		2.2(a)
Class B Merger Consideration		2.2(a)
Class B Shares		Recitals
Class B VMware Common Stock		Recitals
Classified Information		3.23(b)
Closing		1.2
Closing Date		1.2
COBRA		3.12(c)(vii)
Code		Recitals
Confidential Information		8.3(c)
Confidentiality Agreement		5.4(c)
Continuing Employee		5.14(a)
Contract		3.5(a)
control		8.3(d)
Controlled Group		3.12(b)
Copyleft License		8.3(e)
Copyrights		8.3(f)
Current Government Contracts		3.24(a)
Customer Data		8.3(g)
D&O Insurance		5.9(b)
Data		8.3(h)
Databases		8.3(i)
Delaware Secretary of State		1.3
Dell		Recitals
DGCL		1.1
Dissenting Shares		2.7
Domain Names		8.3(j)
Effective Time		1.3
EMC Agency Agreements		8.3(k)
EMC Corp		Recitals
EMC Entity		8.3(l)
EMC LLC		Recitals

Definition		Location

EMC Pivotal Customer Contracts		8.3(m)
Environmental Law		3.14(b)
ERISA		3.12(a)
Exchange Act		3.5(b)
Excluded Class A Shares		2.1(b)
Excluded Class B Shares		2.2(b)
Export Approvals		3.23(a)(i)
GAAP		3.6(b)
Government Contract		8.3(n)
Government Officials		3.20
Governmental Entity		3.5(b)
Hazardous Substance		3.14(c)
Indebtedness		8.3(o)
Indemnified Person		5.9(a)
Institutions		3.19(p)
Intellectual Property		8.3(p)
Intervening Event		5.2(j)(ii)
In-the-Money Vested Option		2.3(a)(i)
Invention Assignment Agreements		3.19(f)
IRS		3.12(a)
knowledge		8.3(q)
Law		8.3(r)
Legal Proceeding		8.3(s)
Liens		3.2(b)
Made Available		8.3(t)
Material Adverse Effect		8.3(u)
Material Contract		3.16(a)
Material Customer Contract		8.3(v)
Measurement Date		3.2(a)
Merger		Recitals
Merger Sub		Preamble
Most Recent Pivotal Balance Sheet		3.7
New Litigation Claim		5.7
Non-U.S. Benefit Plan		3.12(c)(viii)
Open Source License		8.3(w)
Open Source Materials		8.3(x)
Option Exchange Ratio		2.3(a)(ii)
Order		8.3(y)
Ordinary Course Licenses Out		8.3(z)
Outside Date		7.1(b)(i)
Owned Pivotal Intellectual Property		8.3(aa)
Owned Pivotal Software		8.3(bb)
Owned Pivotal Technology		8.3(cc)
Patents		8.3(dd)
Paying Agent		2.4(a)
Payment Fund		2.4(a)
Pension Plan		3.12(b)
Permits		3.11(c)
Permitted Liens		3.18(b)
Person		8.3(ee)

Definition		Location

Personal Data		3.22(a)
Pivotal		Preamble
Pivotal Acquirer		3.19(i)
Pivotal Board		Recitals
Pivotal Bylaws		3.1(b)
Pivotal Charter		3.1(b)
Pivotal Class A Stockholder Approval		3.4(a)
Pivotal Data		8.3(ff)
Pivotal Disclosure Letter		Article III
Pivotal ESPP		2.3(e)
Pivotal Intellectual Property		8.3(gg)
Pivotal Intellectual Property Registrations		8.3(hh)
Pivotal IPO Date		8.3(ii)
Pivotal MTA		8.3(gg)
Pivotal Option		2.3(a)
Pivotal Option Cash Out Amount		2.3(a)(i)
Pivotal Plans		3.12(a)
Pivotal Preferred Stock		3.2(a)
Pivotal Products		8.3(kk)
Pivotal Returns		3.15(a)
Pivotal RSU		2.3(c)
Pivotal RSU Cash Out Amount		2.3(c)(i)
Pivotal SEC Documents		3.6(a)
Pivotal Software		8.3(ll)
Pivotal Special Committee		Recitals
Pivotal Stock Awards		3.2(e)
Pivotal Stock Plans		2.3(a)
Pivotal Stockholder Approvals		3.4(a)
Pivotal Stockholders Meeting		5.3(b)
Pivotal Technology		8.3(mm)
Pivotal Training Data		8.3(nn)
Privacy Laws		3.22(c)
Processing		3.22(c)
Proxy Statement		3.8
Related Person		3.26
Representatives		5.2(a)
Required VMware Filing		5.3(c)
Rollover Option		2.3(a)(ii)
Rollover RSU		2.3(c)(ii)
Sarbanes-Oxley Act		3.6(a)
Schedule 13E-3		3.8
SEC		Article III
Securities Act		3.5(b)
Software		8.3(oo)
Standards Organizations		3.19(e)
Subsidiary		8.3(pp)
Substituted Option		2.3(a)(ii)
Substituted RSU		2.3(c)(ii)
Superior Proposal		5.2(j)(iii)
Support Agreement		Recitals

Definition		Location

Surviving Corporation		1.1
Systems		3.19(n)
Takeover Laws		3.25
Tax Return		8.3(qq)
Tax Sharing Agreement		8.3(rr)
Taxes		8.3(ss)
Taxing Authority		8.3(tt)
Technology		8.3(uu)
Termination Fee		7.3(b)
Top Customers		3.21
Trade Secrets		8.3(vv)
Trademarks		8.3(ww)
Transaction Litigation		5.7
VMware		Preamble
VMware Board		Recitals
VMware Charter		Recitals
VMware Material Adverse Effect		4.1
VMware Special Committee		Recitals
VMware Stock		2.3(a)(ii)
Voting Agreement		Recitals
WARN Act		3.13(c)
Works of Authorship		8.3(xx)


VMWARE, INC.
By:	/s/ Patrick Gelsinger
	Name:	Patrick Gelsinger
	Title:	Chief Executive Officer
RAVEN TRANSACTION SUB, INC.
By:	/s/ Craig Norris
	Name:	Craig Norris
	Title:	President



ARTICLE I OFFICES		A-75
Section 1.	Registered Office	A-75
Section 2.	Other Offices	A-75
ARTICLE II CORPORATE SEAL		A-75
Section 3.	Corporate Seal	A-75
ARTICLE III STOCKHOLDERS' MEETINGS		A-75
Section 4.	Place of Meetings	A-75
Section 5.	Annual Meeting	A-75
Section 6.	Special Meetings	A-75
Section 7.	Notice of Meetings	A-75
Section 8.	Quorum	A-76
Section 9.	Adjournment and Notice of Adjourned Meetings	A-76
Section 10.	Voting Rights	A-76
Section 11.	List of Stockholders	A-77
Section 12.	Joint Owners of Stock	A-77
Section 13.	Action Without Meeting	A-77
Section 14.	Organization	A-78
ARTICLE IV DIRECTORS		A-78
Section 15.	Number and Term of Office	A-78
Section 16.	Powers	A-78
Section 17.	Term of Directors	A-78
Section 18.	Vacancies	A-79
Section 19.	Resignation	A-79
Section 20.	Removal	A-79
Section 21.	Meetings	A-79
Section 22.	Quorum and Voting	A-80
Section 23.	Action Without Meeting	A-80
Section 24.	Fees and Compensation	A-80
Section 25.	Committees	A-80
Section 26.	Organization	A-81
ARTICLE V OFFICERS		A-81
Section 27.	Officers Designated	A-81
Section 28.	Tenure and Duties of Officers	A-82
Section 29.	Delegation of Authority	A-82
Section 30.	Resignations	A-82
Section 31.	Removal	A-82
ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE COMPANY		A-83
Section 32.	Execution of Corporate Instruments	A-83
Section 33.	Voting of Securities Owned by the Company	A-83
ARTICLE VII SHARES OF STOCK		A-83
Section 34.	Form and Execution of Stock Certificates	A-83
Section 35.	Lost, Stolen or Destroyed Certificates	A-83
Section 36.	Transfers	A-84
Section 37.	Fixing Record Dates	A-84
Section 38.	Registered Stockholders	A-85



ARTICLE VIII OTHER SECURITIES OF THE COMPANY		A-85
Section 39.	Execution of Other Securities	A-85
ARTICLE IX DIVIDENDS		A-85
Section 40.	Declaration of Dividends	A-85
Section 41.	Dividend Reserve	A-85
ARTICLE X FISCAL YEAR		A-86
Section 42.	Fiscal Year	A-86
ARTICLE XI INDEMNIFICATION		A-86
Section 43.	Right to Indemnification	A-86
ARTICLE XII NOTICES		A-87
Section 44.	Notices	A-87
ARTICLE XIII AMENDMENTS		A-88
Section 45.	Amendments	A-88


		Very truly yours,
		MORGAN STANLEY & CO. LLC
		By:		/s/ Anthony Armstrong
				Anthony Armstrong Managing Director

Form of Voting Agreement

Form of Support Agreement

Form of Certificate of Incorporation of the Surviving Corporation

Form of Bylaws of the Surviving Corporation

Form of FIRPTA Certificate and Notice


		Very truly yours,
		LAZARD FRERES & CO. LLC
		By		/s/ John Gnuse
				John Gnuse
				Managing Director



		Very truly yours,
		/s/ Moelis & Company LLC MOELIS & COMPANY LLC