DELL 10-K Annual Report Feb. 2, 2018 | Alphaminr
Dell Technologies Inc.
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DELL 10-K Fiscal year ended Feb. 2, 2018

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DELL TECHNOLOGIES INC.
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TABLE OF CONTENTS
Part IprintItem 1 BusinessprintItem 1A Risk FactorsprintItem 1B Unresolved Staff CommentsprintItem 2 PropertiesprintItem 3 Legal ProceedingsprintItem 4 Mine Safety DisclosuresprintPart IIprintItem 5 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6 Selected Financial DataprintItem 7 Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A Quantitative and Qualitative Disclosures About Market RiskprintItem 8 Financial Statements and Supplementary DataprintNote 1 Basis Of PresentationprintNote 2 Description Of Business and Summary Of Significant Accounting PoliciesprintNote 3 Business CombinationsprintNote 4 Discontinued OperationsprintNote 5 Fair Value MeasurementsprintNote 6 InvestmentsprintNote 7 Financial ServicesprintNote 8 DebtprintNote 9 Derivative Instruments and Hedging ActivitiesprintNote 10 Goodwill and Intangible AssetsprintNote 11 Warranty LiabilityprintNote 12 Severance ChargesprintNote 13 Commitments and ContingenciesprintNote 14 Income and Other TaxesprintNote 15 Accumulated Other Comprehensive LossprintNote 16 Non-controlling InterestsprintNote 17 Earnings (loss) Per ShareprintNote 18 CapitalizationprintNote 19 Stock-based CompensationprintNote 20 Redeemable SharesprintNote 21 Retirement Plan BenefitsprintNote 22 Segment InformationprintNote 23 Supplemental Consolidated Financial InformationprintNote 24 Unaudited Quarterly ResultsprintNote 25 Related Party TransactionsprintNote 26 Subsequent EventsprintItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A Controls and ProceduresprintItem 9B Other InformationprintPart IIIprintItem 10 Directors, Executive Officers, and Corporate GovernanceprintItem 11 Executive CompensationprintItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13 Certain Relationships and Related Transactions, and Director IndependenceprintItem 14 Principal Accounting Fees and ServicesprintPart IVprintItem 15 Exhibits, Financial Statement SchedulesprintItem 16 Form 10-k Summaryprint

Exhibits

3.1 Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc., as amended (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2017) (Commission File No. 001-37867). 3.2 Amended and Restated Bylaws of Dell Technologies Inc. (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed with the Commission on September 7, 2016) (Commission File No. 001-37867). 4.2 Indenture, dated as of April 17, 2008, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (including the form of notes) (incorporated by reference to Exhibit 4.1 to Dell Inc.s Current Report on Form 8-K filed with the Commission on April 17, 2008) (Commission File No. 0-17017). 4.3 Indenture, dated as of April 6, 2009, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Dell Inc.s Current Report on Form 8-K filed with the Commission on April 6, 2009) (Commission File No. 0-17017). 4.4 First Supplemental Indenture, dated April 6, 2009, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Dell Inc.s Current Report on Form 8-K filed with the Commission on April 6, 2009) (Commission File No. 0-17017). 4.5 Second Supplemental Indenture, dated June 15, 2009, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Dell Inc.s Current Report on Form 8-K filed with the Commission on June 15, 2009) (Commission File No. 0-17017). 4.6 Third Supplemental Indenture, dated September 10, 2010, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Dell Inc.s Current Report on Form 8-K filed with the Commission on September 10, 2010) (Commission File No. 0-17017). 4.7 Fourth Supplemental Indenture, dated March 31, 2011, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Dell Inc.s Current Report on Form 8-K filed with the Commission on March 31, 2011) (Commission File No. 0-17017). 4.8 Indenture, dated as of June 6, 2013, by and between EMC Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to EMC Corporation's Current Report on Form 8-K filed with the Commission on June 6, 2013) (Commission File No. 001-9853). 4.9 Base Indenture, dated as of June 1, 2016, among Diamond 1 Finance Corporation and Diamond 2 Finance Corporation, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.14 to Amendment No. 6 to the Companys 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524). 4.10 2019 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.15 to Amendment No. 6 to the Companys 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524). 4.11 2021 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.17 to Amendment No. 6 to the Companys 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524). 4.12 2023 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.19 to Amendment No. 6 to the Companys 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524). 4.13 2026 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.21 to Amendment No. 6 to the Companys 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524). 4.14 2036 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.23 to Amendment No. 6 to the Companys 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524). 4.15 2046 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.25 to Amendment No. 6 to the Companys 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524). 4.16 Base Indenture, dated as of June 22, 2016, among Diamond 1 Finance Corporation and Diamond 2 Finance Corporation, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form8-K filed with the Commission on June 22, 2016) (Commission FileNo.333-208524). 4.17 2021 Notes Supplemental Indenture No. 1, dated June 22, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form8-K filed with the Commission on June 22, 2016) (Commission FileNo.333-208524). 4.18 2024 Notes Supplemental Indenture No. 1, dated June 22, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed with the Commission on June 22, 2016) (Commission FileNo.333-208524). 4.19 First Supplemental Indenture, dated as of September 6, 2016, by and among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.20 2019 Notes Supplemental Indenture No. 2, 2021 Notes Supplemental Indenture No. 2, 2023 Notes Supplemental Indenture No. 2, 2026 Notes Supplemental Indenture No. 2, 2036 Notes Supplemental Indenture No. 2 and 2046 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, New Dell International LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.21 2019 Notes Supplemental Indenture No. 3, 2021 Notes Supplemental Indenture No. 3, 2023 Notes Supplemental Indenture No. 3, 2026 Notes Supplemental Indenture No. 3, 2036 Notes Supplemental Indenture No. 3 and 2046 Notes Supplemental Indenture No. 3, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., the other guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.22 Registration Rights Agreement, dated as of June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as the representatives of the several initial purchasers (incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.23 Joinder Agreement to Registration Rights Agreement, dated as of September 7, 2016, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., the other guarantors named therein and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as the representatives of the several initial purchasers (incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.24 First Supplemental Indenture, dated as of September 6, 2016, by and among Diamond 1 Finance Corporation, Diamond 2 Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.25 2021 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, New Dell International LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.7 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.26 2021 Notes Supplemental Indenture No. 3, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., the other guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.27 2024 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, New Dell International LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.9 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.28 2024 Notes Supplemental Indenture No 3. dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., the other guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.10 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 4.29 Security Agreement, dated as of September 7, 2016, among Dell International L.L.C., EMC Corporation, Denali Intermediate Inc., Dell Inc., the other grantors party thereto and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporated by reference to Exhibit 4.11 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2016) (Commission File No. 001-37867). 10.1* Dell Technologies Inc. 2012 Long-Term Incentive Plan (formerly known as Dell Inc. 2012 Long-Term Incentive Plan) as amended and restated as of October 6, 2017 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2017) (Commission File No. 001-37867). 10.2* Form of Dell Inc. Long-Term Cash Incentive and Retention Award for Fiscal 2016 awards under the Dell Technologies Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.3* Form of Dell Inc. Long-Term Cash Incentive and Retention Award Agreement, under the Dell Technologies Inc. 2012 Long-Term Incentive Plan, between Dell Inc. and each of Jeremy Burton, Howard D. Elias and David I. Goulden (incorporated by reference to Exhibit 10.3 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.4* Form of Dell Inc. Deferred Cash Replacement Agreement under the Dell Technologies Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.5* Dell Inc. Annual Bonus Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.6* Dell Inc. Special Incentive Bonus Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.7* Employment Agreement, dated October 29, 2013, by and among Dell Inc., the Company and Michael S. Dell (incorporated by reference to Exhibit 10.7 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.8* Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company for grant to Michael S. Dell under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.9* Form of Stock Option Agreement - Performance Vesting Option for grants to executive officers under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.10* Form of Stock Option Agreement - Performance Vesting Option for grants to employees under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.11* Form of Stock Option Agreement - Time Vesting Option for grants to executive officers under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.12* Form of Stock Option Agreement - Time Vesting Option for grants to employees under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.13* Severance for Protection Period Agreement, dated March 19, 2015, between Dell Inc. and RoryP.Read (incorporated by reference to Exhibit 10.14 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.14* Dell Inc. Severance Pay Plan for Executive Employees (incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.15* Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, dated March 19, 2015, between Dell Inc. and Rory P. Read (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.16* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to the Companys 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524). 10.17* Dell Technologies Inc. 2013 Stock Incentive Plan (formerly known as Denali Holding 2013 Stock Incentive Plan) (incorporated by reference to Exhibit 10.10 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.18* Form of Dell Time Award Agreement for Executive Officers under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.5 to the Companys Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No. 333-213515). 10.19* Form of Dell Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.7 to the Companys Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No. 333-213515). 10.20* Form of Dell Deferred Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.8 to the Companys Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No. 333-213515). 10.21* Form of Dell Performance Award Agreement for Executive Officers under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.9 to the Companys Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No. 333-213515). 10.22* Form of Stock Option Agreement for Non-Employee Directors (Annual Grant) under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.11 to the Companys Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No. 333-213515). 10.23* Form of Stock Option Agreement for Non-Employee Directors (Sign-On Grant) under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.12 to the Companys Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No. 333-213515). 10.24* Form of Stock Option Agreement for Executive Officers (Rollover Option) under the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.13 to the Companys Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No. 333-213515). 10.25* Dell Technologies Inc. Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.26* Form of Dell Technologies Inc. Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.27 Form of Master Transaction Agreement between EMC Corporation and VMware, Inc. (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to VMware, Inc.s Registration Statement on Form S-1 filed with the Commission on July 9, 2007) (Registration No. 333-142368). 10.28 Credit Agreement, dated as of September 7, 2016, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., New Dell International LLC, Universal Acquisition Co., EMC Corporation, the issuing banks and lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N A., as Term Loan A/Revolver Administrative Agent and Swingline Lender (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.29 Credit Agreement, dated as of September 7, 2016, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., New Dell International LLC, Universal Acquisition Co., EMC Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.30 Credit Agreement, dated as of September 7, 2016, among Universal Acquisition Co., EMC Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.31 Credit Agreement, dated as of September 7, 2016, among Universal Acquisition Co., EMC Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.32 Collateral Agreement, dated as of September 7, 2016, among Dell International L.L.C., EMC Corporation, Denali Intermediate Inc., Dell Inc., the other grantors party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2016) (Commission File No. 001-37867). 10.33 Amended and Restated Sponsor Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P. and SLP Denali Co-Invest, L.P. and the other stockholders named therein (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.34 Amended and Restated Management Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P. , MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the Management Stockholders (as defined therein) (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.35 Amended and Restated Class A Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the New Class A Stockholders party thereto (incorporated by reference to Exhibit (d)(4) to the Companys Schedule TO filed with the Commission on September 14, 2016) (Commission File No. 005-89621). 10.36 Class C Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit (d)(5) to the Companys Schedule TO filed with the Commission on September 14, 2016) (Commission File No. 005-89621). 10.37 Amended and Restated Registration Rights Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Venezio Investments Pte. Ltd and the Management Stockholders identified on Schedule I thereto (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867). 10.38* Form of Indemnification Agreement between the Company and each member of its Board of Directors (incorporated by reference to Exhibit 10.38 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.39* Form of Indemnification Agreement between EMC Corporation and each of Jeremy Burton, Howard D. Elias and David I. Goulden (incorporated by reference to Exhibit 10.39 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.40* Form of Indemnification Agreement between Dell Inc. and each of Jeffrey W. Clarke, Marius Haas, Steven H. Price, Karen H. Quintos, Rory Read, Richard J. Rothberg and Thomas W. Sweet (incorporated by reference to Exhibit 10.40 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.41* Form of EMC Corporation Deferred Compensation Retirement Plan, as amended and restated, effective as of January 1, 2016 (incorporated by reference to Exhibit 10.41 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.42* Form of Dell Deferred Compensation Plan, effective as of January 1, 2017 (incorporated by reference to Exhibit 10.42 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867). 10.43 First Refinancing and Incremental Facility Amendment, dated as of March 8, 2017, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., as Term Loan A/Revolver Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on March 9, 2017) (Commission File No. 001-37867). 10.44* Separation Agreement and Release, dated September 14, 2017, between David I. Goulden and Dell Technologies Inc. (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2017) (Commission File No. 001-37867). 10.45 Second Refinancing Amendment, dated as of October 20, 2017, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., as Term A/Revolver Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K filed with the Commission on October 24, 2017) (Commission File No. 001-37867). 10.46 Third Refinancing Amendment, dated as of October 20, 2017, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., as Term A/Revolver Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 8-K filed with the Commission on October 24, 2017) (Commission File No. 001-37867). 10.47* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between Dell Inc. and each of JeremyBurton, HowardD. Elias, DavidI. Goulden and William F. Scannell. 10.48* Offer Letter to JeremyBurton, dated August 12, 2016. 10.49* Offer Letter to HowardD. Elias, dated August 12, 2016. 10.50* Offer Letter to DavidI. Goulden, dated August 12, 2016. 10.51* Offer Letter to William F. Scannell, dated August 12, 2016. 21.1 Subsidiaries of Dell Technologies Inc. 23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Dell Technologies Inc. 31.1 Certification of Michael S. Dell, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Thomas W. Sweet, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of Michael S. Dell, Chairman and Chief Executive Officer, and Thomas W. Sweet, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Unaudited Attributed Financial Information for Class V Group. 99.2 Tracking Stock Policy Statement regarding DHI Group and Class V Group Matters (incorporated by reference to Exhibit 99.2 to the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).