Form 10-K Dell Technologies Inc For: Feb 01

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March 29, 2019 4:50 PM EDT

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Exhibit 4.30

2021 NOTES SUPPLEMENTAL INDENTURE NO. 4

This 2021 NOTES SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of May 23, 2017, by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (together with Dell International, the “Issuers”), QTZ L.L.C., a Delaware limited liability company and a subsidiary of Denali Intermediate Inc., a Delaware corporation (“Covenant Parent”), Dell Global Holdings XIII L.L.C., a Delaware limited liability company and a subsidiary of Covenant Parent (together with QTZ L.L.C., the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers are party to an indenture, dated as of June 22, 2016 (the “Base Indenture”), as supplemented by (i) the 2021 Notes Supplemental Indenture No. 1, dated as of June 22, 2016, (ii) the First Supplemental Indenture, dated as of September 6, 2016, (iii) the 2021 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, and (iv) the 2021 Notes Supplemental Indenture No. 3, dated as of September 7, 2016 (the supplemental indentures referred to in clauses (i) through (iv), together with the Base Indenture and this Supplemental Indenture, and as further amended and supplemented, the “Indenture”), providing for the issuance of $1,625,000,000 aggregate principal amount of 5.875% Senior Notes due 2021 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder of any series of Notes.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the 2021 Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to a Guarantor, including Article 10 thereof.

(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the 2021 Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUERS:

DELL INTERNATIONAL L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

EMC CORPORATION

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

GUARANTEEING SUBSIDIARIES:

DELL GLOBAL HOLDINGS XIII L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

QTZ L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:    /s/ R. Tarnas
    Name: R. Tarnas
    Title: Vice President

Exhibit 4.31

2024 NOTES SUPPLEMENTAL INDENTURE NO. 4

This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of May 23, 2017, by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (together with Dell International, the “Issuers”), QTZ L.L.C., a Delaware limited liability company and a subsidiary of Denali Intermediate Inc., a Delaware corporation (“Covenant Parent”), Dell Global Holdings XIII L.L.C., a Delaware limited liability company and a subsidiary of Covenant Parent (together with QTZ L.L.C., the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers are party to an indenture, dated as of June 22, 2016 (the “Base Indenture”), as supplemented by (i) the 2024 Notes Supplemental Indenture No. 1, dated as of June 22, 2016, (ii) the First Supplemental Indenture, dated as of September 6, 2016, (iii) the 2024 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, and (iv) the 2024 Notes Supplemental Indenture No. 3, dated as of September 7, 2016 (the supplemental indentures referred to in clauses (i) through (iv), together with the Base Indenture and this Supplemental Indenture, and as further amended and supplemented, the “Indenture”), providing for the issuance of $1,625,000,000 aggregate principal amount of 7.125% Senior Notes due 2024 (the “Notes”);

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

DELL INTERNATIONAL L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

EMC CORPORATION

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

GUARANTEEING SUBSIDIARIES:

DELL GLOBAL HOLDINGS XIII L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

QTZ L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

[Signature Page to 2024 Notes Supplemental Indenture No. 4]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:    /s/ R. Tarnas
    Name: R. Tarnas
    Title: Vice President

[Signature Page to 2024 Notes Supplemental Indenture No. 4]

Exhibit 4.32

2019 NOTES SUPPLEMENTAL INDENTURE NO. 4

2021 NOTES SUPPLEMENTAL INDENTURE NO. 4

2023 NOTES SUPPLEMENTAL INDENTURE NO. 4

2026 NOTES SUPPLEMENTAL INDENTURE NO. 4

2036 NOTES SUPPLEMENTAL INDENTURE NO. 4

2046 NOTES SUPPLEMENTAL INDENTURE NO. 4

This 2019 NOTES SUPPLEMENTAL INDENTURE NO. 4, 2021 NOTES SUPPLEMENTAL INDENTURE NO. 4, 2023 NOTES SUPPLEMENTAL INDENTURE NO. 4, 2026 NOTES SUPPLEMENTAL INDENTURE NO. 4, 2036 NOTES SUPPLEMENTAL INDENTURE NO. 4 and 2046 NOTES SUPPLEMENTAL INDENTURE NO. 4 (collectively, this “Supplemental Indenture”), dated as of May 23, 2017, by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusetts corporation (together with Dell International, the “Issuers”), QTZ L.L.C., a Delaware limited liability company and a subsidiary of Denali Intermediate Inc., a Delaware corporation (“Covenant Parent”), Dell Global Holdings XIII L.L.C., a Delaware limited liability company and a subsidiary of Covenant Parent (together with QTZ L.L.C., the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”).

W I T N E S S E T H

WHEREAS, the Issuers are party to an indenture, dated as of June 1, 2016 (the “Base Indenture”), as supplemented by (i) the Supplemental Indenture No. 1 for each series of Notes (as defined below), dated as of June 1, 2016, (ii) the First Supplemental Indenture, dated as of September 6, 2016, (iii) Supplemental Indenture No. 2 for each series of Notes, dated as of September 7, 2016, and (iv) Supplemental Indenture No. 3 for each series of Notes, dated as of September 7, 2016 (the supplemental indentures referred to in clauses (i) through (iv), together with the Base Indenture and this Supplemental Indenture, and as further amended and supplemented, the “Indenture”), providing for the issuance of $3,750,000,000 aggregate principal amount of 3.480% First Lien Notes due 2019 (the “2019 Notes”), $4,500,000,000 aggregate principal amount of 4.420% First Lien Notes due 2021 (the “2021 Notes”), $3,750,000,000 aggregate principal amount of 5.450% First Lien Notes due 2023 (the “2023 Notes”), $4,500,000,000 aggregate principal amount of 6.020% First Lien Notes due 2026 (the “2026 Notes”), $1,500,000,000 aggregate principal amount of 8.100% First Lien Notes due 2036 (the “2036 Notes”) and $2,000,000,000 aggregate principal amount of 8.350% First Lien Notes due 2046 (the “2046 Notes” and together with the 2019 Notes, 2021 Notes, 2023 Notes, 2026 Notes and 2036 Notes, the “Notes” and each a “series of Notes”);

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUERS:

DELL INTERNATIONAL L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

EMC CORPORATION

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

GUARANTEEING SUBSIDIARIES:

DELL GLOBAL HOLDINGS XIII L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

QTZ L.L.C.

By:    /s/ Janet B. Wright
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Notes Collateral Agent

By:    /s/ R. Tarnas
    Name: R. Tarnas
    Title: Vice President

Exhibit 4.33

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

May 23, 2017

Reference is hereby made to the Registration Rights Agreement, dated as of June 1, 2016 (the “Registration Rights Agreement”), by and among DIAMOND 1 FINANCE CORPORATION, a Delaware corporation, which merged with and into Dell International L.L.C., a Delaware limited liability company (“DILLC”), DIAMOND 2 FINANCE CORPORATION, a Delaware corporation, which merged with and into EMC Corporation, a Massachusetts corporation (together with DILLC, the “Issuers”) and the Representatives on behalf of the several Initial Purchasers, as previously supplemented by the Joinder Agreement to the Registration Rights Agreement, dated September 7, 2016, among the Issuers, the guarantors party thereto and the Representatives, concerning registration rights relating to the Issuers’ (i) $3,750,000,000 aggregate principal amount of their 3.480% First Lien Notes due 2019 (the “2019 Notes”), (ii) $4,500,000,000 aggregate principal amount of their 4.420% First Lien Notes due 2021 (the “2021 Notes”), (iii) $3,750,000,000 aggregate principal amount of their 5.450% First Lien Notes due 2023 (the “2023 Notes”), (iv) $4,500,000,000 aggregate principal amount of their 6.020% First Lien Notes due 2026 (the “2026 Notes”), (v) $1,500,000,000 aggregate principal amount of their 8.100% First Lien Notes due 2036 (the “2036 Notes”) and (vi) $2,000,000,000 aggregate principal amount of their 8.350% First Lien Notes due 2046 (the “2046 Notes” and, together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes and the 2036 Notes, the “Notes”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.

1. Joinder of the Guarantors. Each of the undersigned hereby acknowledges that it has received a copy of the Registration Rights Agreement and absolutely, unconditionally and irrevocably acknowledges and agrees that by its execution and delivery hereof it shall (i) join and become a party to the Registration Rights Agreement and be deemed to be a Guarantor under the Registration Rights Agreement; (ii) be bound by all covenants, agreements and acknowledgements applicable to such party as set forth in and in accordance with the terms of the Registration Rights Agreement; and (iii) perform all obligations and duties as required of it as a Guarantor in accordance with the Registration Rights Agreement.

2. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT.

3. Counterparts. This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

4. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

5. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.

DELL GLOBAL HOLDINGS XIII L.L.C.

By:    /s/ Janet B Wright__________________
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

QTZ L.L.C.

By:    /s/ Janet B Wright__________________
    Name: Janet B. Wright
    Title: Senior Vice President and Assistant

Secretary

[Signature Page to Joinder to Registration Rights Agreement]

Exhibit 10.45

DELL TECHNOLOGIES INC.

Amended and Restated

Compensation Program for Independent Non-Employee Directors

Each independent non-employee member of the Board of Directors (“Board”) of Dell Technologies Inc. (the “Company”) shall be entitled to the payments described below while serving as a director on the Board. Other directors of the Board shall receive no compensation for their Board service. Any director compensation policies enacted from time to time hereafter are deemed to be incorporated herein upon their effective date, except as otherwise provided therein.

EFFECTIVE DATE: December 28, 2018

ANNUAL COMPENSATION:


•	Annual Board Retainer: $300,000, payable as follows:


⎯	$75,000 in cash (the “Annual Cash Retainer”), unless the independent non-employee director (hereafter, a “director”) makes a timely election to receive all or a portion of the Annual Cash Retainer in the form of deferred stock units over Class C common stock of the Company (“Class C Shares,” and such units, “DSUs”) (subject to the limitations described below), and


⎯	$225,000 (the “Annual Stock Retainer”), as follows:


o	50% in options to purchase Class C Shares (“Options”); and


o	50% in restricted stock units that settle in Class C Shares (“DTAs”);

unless the director makes a timely election to receive all or a portion of the DTAs as DSUs (subject to the limitations described below), in which case the director shall receive DSUs in lieu of such DTAs.


•	Committee Chair Retainers: $25,000, all payable in cash unless the director makes a timely election to receive such payment in DSUs (subject to the limitations described below), in which case the director shall receive DSUs in lieu of such cash payment.


•	Sign-On Equity Grant: $1,000,000, paid in Options.

•

All of the foregoing equity-based awards will be granted under the Dell Technologies Inc. 2013 Stock Incentive Plan, as amended and restated from time to time (the “Plan”), with the Sign-On Equity Grant being made as soon as practicable after the director becomes a board member, and with all other awards being granted annually. The Sign-On Equity Grant vests annually in equal installments over four years from the date of grant with full acceleration of outstanding Options subject thereto in the event of death, permanent disability, termination without Cause, or a Change in Control, as Cause and Change in Control are defined in the Plan. The other equity awards are subject to vesting as described below.

TIMING OF ELECTIONS:


•	Generally: An election must be made prior to the beginning of the calendar year to which it relates.


•	New directors: Each new director may make an election within 30 days after becoming a director, but this election will only apply to the portion of the Annual Board Retainer, Committee Chair Retainer (if applicable) or DTA grant earned after the date of the election.


•	Once the calendar year to which an election relates commences, the election is irrevocable with respect to that year. A director may submit a new election for each subsequent calendar year prior to the beginning of that calendar year (and, if no new election is submitted, the current election will remain in effect for subsequent years as provided in the election form).

INDIVIDUAL COMPENSATION ELECTIONS:


•	Directors may elect the form of payment of their compensation on an individual basis.


•	Elections must be made in multiples as follows:


⎯	Allocation of the Annual Cash Retainer between DSUs and cash must be made in multiples of 25%.


⎯	Allocation of the DTA portion of the Annual Stock Retainer to DSUs must be made in multiples of 25%.


⎯	Election to receive DSUs (in lieu of cash) for a Committee Chair Retainer must be made in multiples of 25%.

ANNUAL BOARD RETAINER SUMMARY



Payment Form	Maximum Allocation	Payment Timing /Transfer Restrictions	Vesting+	Default Form of Payment?
Cash	$75,000	Lump sum following annual shareholders meeting. A director appointed other than pursuant to election at the annual meeting shall be entitled to pro-rated payment of the annual retainer fee for the partial year of service, payable in a lump sum upon his or her commencement of service on the Board.	Not applicable	Yes (for $75,000 of the $300,000 retainer)



DTAs	$112,500*	Granted on or after the date of the Company’s annual shareholders meeting and settling in Class C Shares following vesting. A director appointed other than pursuant to election at the annual meeting shall be entitled to the pro-rated portion of the annual DTA grant for the partial year of service, payable on or after his or her commencement of service on the Board. The Class C Shares received in settlement of the DTAs are subject to certain transfer restrictions as set forth in the Company’s Amended and Restated Management Stockholders Agreement (the “MSA”).	Cliff vesting after one year	Yes (for $112,500 of the $300,000 retainer)
Options	$112,500*	Granted on or after the date of the Company’s annual shareholders meeting and exercisable for the underlying Class C Shares when vested. A director appointed other than pursuant to election at the annual meeting shall be entitled to the pro-rated portion of the annual Option grant for the partial year of service, payable on or after his or her commencement of service on the Board. The Class C Shares acquired upon exercise are subject to certain transfer restrictions as set forth in the MSA.	Cliff vesting after one year	Yes (for $112,500 of the $300,000 retainer)



DSUs	$187,500*	Granted on or after the date of the Company’s annual shareholders meeting (or, if a director is appointed other than pursuant to election at the annual meeting, at a time following such appointment determined by the Board that is compliant with Internal Revenue Code Section 409A) and settled in Class C Shares on the earlier of (i) the termination of service as a director for any reason and (ii) a Change in Control (as defined in the Plan) that also constitutes a “change in control event” under Internal Revenue Code Section 409A regulations.	Cliff vesting after one year.	No (Director may elect to receive all or a portion of the Annual Cash Retainer and the DTAs as DSUs)

*The actual number of DTAs, Options and DSUs that will be granted will be determined by dividing the portion of the Annual Board Retainer allocated to such award by the fair market value of Class C Shares (or, for Options, by the “fair value” of Class C Shares determined using a Black-Scholes or binominal valuation model or such other valuation methodology as the Board may approve).

+ Upon the director’s termination from the Board:


⎯	Vesting of unvested awards is fully accelerated in event of death, permanent disability or a termination without Cause (as defined in the Plan).


⎯	All unvested equity awards are forfeited upon termination for Cause (as defined in the Plan).


⎯	Vested Options will remain exercisable until the earliest of (i) the nine-month anniversary of the date of termination, (ii) the expiration of the Option’s 10-year term and (iii) the date on which the director is terminated for Cause (as defined in the Plan).

+ All outstanding DTAs, Options and DSUs will vest on a Change in Control (as defined in the Plan).

COMMITTEE CHAIR RETAINER SUMMARY



Payment Form	Maximum Allocation	Payment Timing	Vesting+	Default Form of Payment?
Cash	100%	Lump sum following annual meeting.	Not applicable	Yes



DSUs	100%	Settled in Class C Shares on the earlier of (i) the termination of service as a director for any reason and (ii) a Change in Control (as defined in the Plan) that also constitutes a “change in control event” under Internal Revenue Code Section 409A regulations.	Cliff vesting after one year*	No (Director may elect to receive all or a portion of the Committee Chair Retainer as DSUs)

* See Annual Board Retainer Summary for how the number of DSUs granted is determined.

+See Annual Board Retainer Summary for vesting of DSUs upon termination and Change in Control (as defined in the Plan).

The Company does not pay any Board retainers or fees or provide any Board equity grants not set forth above. These retainers, fees, or grants may be modified or adjusted from time to time as determined by the Board.

This Amended and Restated Compensation Program for Independent Non-Employee Directors supersedes all prior agreements or policies concerning director compensation.

Exhibit 21.1

Dell Technologies Inc. Subsidiary List



Company Name	Country
3401 Hillview LLC	United States
900 West Park Drive LLC	United States
A.W.S. Holding, LLC	United States
AetherPal (INDIA) Private Limited	India
AetherPal Inc.	United States
AirWatch LLC	United States
Arkinnet Software Private Limited	India
ASAP Software Express Inc	United States
Boomi LE UK Limited	United Kingdom
Boomi, Inc.	United States
Bracknell Boulevard (Block C) LLC	United States
Bracknell Boulevard (Block D) LLC	United States
Bracknell Boulevard Management Company Limited	United Kingdom
Branch of Dell (Free Zone Company L.L.C)	Saudi Arabia
CloudHealth Technologies (Singapore) Pte. Ltd.	Singapore
CloudHealth Technologies Australia Pty. Ltd.	Australia
CloudHealth Technologies France SARL	France
CloudHealth Technologies Germany GmbH	Germany
CloudHealth Technologies UK Ltd.	United Kingdom
CloudHealth Technologies, LLC	United States
Conchango Limited	United Kingdom
Credant Technologies International, Inc.	United States
Credant Technologies, Inc.	United States
Data Domain International III LLC	United States
Data Domain LLC	United States
Data General International Inc.	United States
DCC Executive Security Inc.	United States
Dell (Chengdu) Company Limited	China
Dell (China) Company Limited	China
Dell (China) Company Limited - Beijing Branch	China
Dell (China) Company Limited - Beijing Information Technology Branch Office	China
Dell (China) Company Limited - Dalian Branch	China
Dell (China) Company Limited - Guangzhou Branch	China
Dell (China) Company Limited - Hang Zhou Liaison Office	China
Dell (China) Company Limited - Nanjing Liaison Office	China
Dell (China) Company Limited - Shanghai Branch	China
Dell (China) Company Limited - Shen Zhen Liaison Office	China
Dell (China) Company Limited - Shenzhen Branch	China
Dell (China) Company Limited - Xiamen Branch	China
Dell (PS) Limited	Ireland
Dell (Switzerland) GmbH	Switzerland
Dell (Xiamen) Company Limited	China
Dell (Xiamen) Company Limited - Dalian Branch	China
Dell A/S	Denmark
Dell AB	Sweden



Dell America Latina Corp, Argentina Branch	Argentina
Dell America Latina Corp.	United States
Dell AS	Norway
Dell Asia Holdings Pte. Ltd.	Singapore
Dell Asia Pacific Sdn. Bhd.	Malaysia
Dell Asset Revolving Trust-B	United States
Dell Asset Syndication L.L.C.	United States
Dell Australia Holding Pty Ltd	Australia
Dell Australia Pty Limited	Australia
Dell B.V.	Netherlands
Dell B.V., Taiwan Branch	Taiwan
Dell Bank International Designated Activity Company	Ireland
Dell Bank International Designated Activity Company, Sucursal en España	Spain
Dell Canada Inc.	Canada
Dell Colombia Inc	United States
Dell Colombia Inc - Colombia Branch	Colombia
Dell Computadores do Brasil - Curitiba Branch	Brazil
Dell Computadores do Brasil - Hortolandia/SP Branch (A)	Brazil
Dell Computadores do Brasil - Hortolandia/SP Branch (B)	Brazil
Dell Computadores do Brasil - Porto Alegre Branch	Brazil
Dell Computadores do Brasil - Sao Paulo Branch (Avenida Prestes Maia)	Brazil
Dell Computadores do Brasil - Sao Paulo Branch (Rua James Joule)	Brazil
Dell Computadores do Brasil - Sao Paulo Branch (Rua Verbo Divino)	Brazil
Dell Computadores do Brasil Ltda.	Brazil
Dell Computer (Pty) Limited	South Africa
DELL Computer , spol. s r.o.	Czech Republic
Dell Computer De Chile Ltda.	Chile
Dell Computer EEIG	United Kingdom
Dell Computer Holdings L.P.	United States
Dell Computer SA	Spain
Dell Computer Services de Mexico S.A. de C.V.	Mexico
Dell Conduit Funding-B L.L.C.	United States
Dell Conduit Funding-C L.L.C.	United States
Dell Corporation (Thailand) Co., Ltd.	Thailand
Dell Corporation Limited	United Kingdom
Dell Costa Rica SA	Costa Rica
Dell Depositor L.L.C.	United States
Dell DFS Corporation	United States
Dell DFS Group Holdings L.L.C.	United States
Dell DFS Holdings Kft	Hungary
Dell DFS Holdings LLC	United States
Dell Direct	Ireland
Dell El Salvador, Limitada	El Salvador
Dell Emerging Markets (EMEA) Limited	United Kingdom
Dell Emerging Markets (EMEA) Limited	Jordan
Dell Emerging Markets (EMEA) Limited	Tunisia
Dell Emerging Markets (EMEA) Limited - Egypt Representative Office	Egypt
Dell Emerging Markets (EMEA) Limited - Representative Office	Lebanon
Dell Emerging Markets (EMEA) Limited (Kazakhstan Representative Office)	Kazakhstan
Dell Emerging Markets (EMEA) Limited (Kenya Branch)	Kenya



Dell Emerging Markets (EMEA) Limited (Uganda Representative Office)	Uganda
Dell Emerging Markets (EMEA) Limited External Company (Ghana)	Ghana
Dell Emerging Markets (EMEA) Limited Trade Representative Office (Bulgaria)	Bulgaria
DELL EMERGING MARKETS (EMEA) LIMITED za usluge, Podružnica Zagreb	Croatia
Dell Equipment Finance Trust 2014-1	United States
Dell Equipment Finance Trust 2015-1	United States
Dell Equipment Finance Trust 2015-2	United States
Dell Equipment Finance Trust 2016-1	United States
Dell Equipment Finance Trust 2017-1	United States
Dell Equipment Finance Trust 2017-2	United States
Dell Equipment Finance Trust 2018-1	United States
Dell Equipment Finance Trust 2018-2	United States
Dell Equipment Finance Trust 2019-1	United States
Dell Equipment Funding LP	United States
Dell Equipment GP LLC	United States
Dell Federal Systems Corporation	United States
Dell Federal Systems GP L.L.C.	United States
Dell Federal Systems L.P.	United States
Dell Federal Systems LP L.L.C.	United States
Dell Financial Services Canada Limited	Canada
Dell Financial Services L.L.C.	United States
Dell Financial Services Pty Ltd	Australia
Dell Financial Services Pty Ltd	New Zealand
Dell Funding L.L.C.	United States
Dell FZ-LLC	United Arab Emirates
Dell FZ-LLC - Abu Dhabi Branch	United Arab Emirates
Dell FZ-LLC - BAHRAIN BRANCH	Bahrain
Dell FZ-LLC - Dubai Branch	United Arab Emirates
Dell FZ-LLC - Qatar Branch	Qatar
Dell Gesellschaft m.b.H	Austria
Dell Global B.V.	Netherlands
Dell Global B.V. - Bangladesh Liaison Office	Bangladesh
Dell Global B.V. - Pakistan Liaison Office	Pakistan
Dell Global B.V. - Philippines Representative Office	Philippines
Dell Global B.V. - Sri Lanka Liaison / Representative Office	Sri Lanka
Dell Global B.V. (Singapore Branch)	Singapore
Dell Global Business Center Sdn. Bhd.	Malaysia
Dell Global Holdings III B.V.	Netherlands
Dell Global Holdings L.L.C.	United States
Dell Global Holdings VII LLC	United States
Dell Global Holdings X L.L.C.	United States
Dell Global Holdings XII L.L.C.	United States
Dell Global Holdings XIV L.L.C.	United States
Dell Global Holdings XV L.L.C.	United States
Dell GmbH	Germany
Dell GmbH - Munich Branch	Germany
Dell Guatemala, Ltda.	Guatemala
Dell Hong Kong Limited	Hong Kong
Dell Hungary Technology Solutions Trade LLC	Hungary
Dell III - Comercio de Computadores, Unipessoal Lda	Portugal



Dell Inc.	United States
Dell Information Technology (Kunshan) Company Limited	China
Dell International Holdings IX B.V.	Netherlands
Dell International Holdings Kft	Hungary
Dell International Holdings Limited	United Kingdom
Dell International Holdings SAS	France
Dell International Holdings VIII B.V.	Netherlands
Dell International Inc. (Korea)	Korea, Republic of
Dell International L.L.C.	United States
Dell International Services India Private Limited	India
Dell International Services Philippines, Inc.	Philippines
Dell Japan Inc	Japan
Dell Latinoamerica, S. de R.L.	Panama
Dell Leasing Mexico S. de RL de C.V.	Mexico
Dell Leasing Mexico Services S. de. R.L. de C.V.	Mexico
Dell LLC	Russian Federation
Dell Marketing Corporation	United States
Dell Marketing GP L.L.C.	United States
Dell Marketing L.P.	United States
Dell Marketing LP L.L.C.	United States
Dell Mexico S.A. de C.V.	Mexico
Dell Morocco SAS	Morocco
Dell New Zealand Limited	New Zealand
Dell NV	Belgium
Dell Panama S de RL	Panama
Dell Peru S.A.C.	Peru
Dell Procurement (Xiamen) Company Limited	China
Dell Procurement (Xiamen) Company Limited - Shanghai Branch	China
Dell Procurement (Xiamen) Company Limited - Shenzhen Branch	China
Dell Procurement (Xiamen) Company Limited - Shenzhen Liaison Office	China
Dell Product and Process Innovation Services Corp.	United States
Dell Products	Ireland
Dell Products (Poland) Sp.z.o.o.	Poland
Dell Products Corporation	United States
Dell Products GP LLC	United States
Dell Products L.P.	United States
Dell Products LP L.L.C.	United States
Dell Protective Services Inc.	United States
Dell Puerto Rico Corp.	Puerto Rico
Dell Receivables Corporation	United States
Dell Receivables GP LLC	United States
Dell Receivables L.P.	United States
Dell Receivables LP LLC	United States
Dell Revolver Company L.P.	United States
Dell Revolver Funding L.L.C.	United States
Dell Revolver GP L.L.C.	United States
Dell Revolving Transferor L.L.C.	United States
Dell S.à r.l	Luxembourg
Dell S.p.A.	Italy
Dell s.r.o.	Slovakia



Dell SA	France
Dell SA	Switzerland
Dell Sales Malaysia Sdn. Bhd.	Malaysia
Dell SAS	Morocco
Dell Services (China) Company Limited	China
Dell Services (China) Company Limited - Beijing Consulting Branch	China
Dell Services (China) Company Limited - Shanghai Branch	China
Dell Services GmbH	Germany
Dell Singapore Pte. Ltd.	Singapore
Dell Sp. z o.o.	Poland
Dell Systems (UK) Limited	United Kingdom
Dell Systems Applications Solutions, Inc.	United States
Dell Systems TSI (Hungary) Likviditásmenedzsment Korlátolt Felelısségő Társaság	Hungary
Dell Taiwan B.V.	Netherlands
Dell Taiwan B.V., Taiwan Branch	Taiwan
Dell Technologies Inc.	United States
Dell Technology & Solutions Israel Ltd	Israel
Dell Technology & Solutions LLC	Qatar
Dell Technology & Solutions Nigeria Limited	Nigeria
Dell Technology Products And Services SA	Greece
Dell Technology S.R.L.	Romania
Dell Teknoloji Limited Sirketi	Turkey
Dell Teknoloji Limited Sirketi - Ankara Branch	Turkey
Dell Trading (Kunshan) Company Limited	China
Dell USA Corporation	United States
Dell USA GP L.L.C.	United States
Dell USA L.P.	United States
Dell USA LP LLC	United States
Dell Vendor Finance Facility 2017 L.L.C.	United States
Dell World Trade Corporation	United States
Dell World Trade GP L.L.C.	United States
Dell World Trade L.P.	United States
Dell World Trade LP L.L.C.	United States
Denali Finance Corp.	United States
Denali Intermediate Inc.	United States
DFS B.V.	Netherlands
DIH VII C.V.	Netherlands
DIH VIII C.V.	Netherlands
DIH X C.V.	Netherlands
DIH XI C.V.	Netherlands
ECM Software Group Limited	Cyprus
EMC (Benelux) B.V.	Netherlands
EMC Australia Pty Limited	Australia
EMC Brasil Serviços De Ti LTDA.	Brazil
EMC Brasil Serviços De Ti LTDA. - Rio de Janeiro/RJ Branch	Brazil
EMC Brasil Serviços De Ti LTDA. - Sau Paulo/SP Branch	Brazil
EMC Chile S.A.	Chile
EMC Computer Storage Systems (Sales & Services) Ltd.	Israel
EMC Computer Systems	Qatar
EMC Computer Systems (Benelux) B.V.	Netherlands



EMC Computer Systems (China) Co., Ltd.	China
EMC Computer Systems (China) Co., Ltd. - Changsha Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Chengdu Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Chongqing Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Fuzhou Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Guangzhou Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Hangzhou Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Hefei Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Jinan Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Kunming Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Nanjing Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Nanning Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Qingdao Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Shanghai Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Shenyang Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Shenzhen Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Shenzhen Futian Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Urumqi Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Wuhan Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Xian Branch Office	China
EMC Computer Systems (China) Co., Ltd. - Zhengzhou Branch Office	China
EMC Computer Systems (FE) Limited	Hong Kong
EMC Computer Systems (FE) Limited, Macau Representative Office	Macao
EMC Computer Systems (FE) Limited, Taiwan Branch	Taiwan
EMC Computer Systems (Malaysia) Sdn. Bhd.	Malaysia
EMC Computer Systems (S A) (Pty) Ltd	South Africa
EMC Computer Systems (South Asia) Pte. Ltd.	Singapore
EMC Computer Systems (South Asia) Pte. Ltd. - Bangladesh Liaison Office	Bangladesh
EMC Computer Systems (South Asia) Pte. Ltd. (Myanmar Branch)	Myanmar
EMC Computer Systems (U.K.) Limited	United Kingdom
EMC Computer Systems AG	Switzerland
EMC Computer Systems Argentina S.A.	Argentina
EMC Computer Systems Austria GmbH	Austria
EMC Computer Systems Austria GmbH (“Rep Office in Egypt”)	Egypt
EMC Computer Systems Austria GmbH - Abu Dhabi	United Arab Emirates
EMC Computer Systems Austria GmbH – Representative Office Skopje	Macedonia
EMC Computer Systems Austria GmbH ("Ghana External Company")	Ghana
EMC Computer Systems Austria GmbH ("Rep Office in Bahrain")	Bahrain
EMC Computer Systems Austria GmbH ("Rep Office in Jordan")	Jordan
EMC Computer Systems Austria GmbH ("Saudi Arabia" branch)	Saudi Arabia
EMC Computer Systems Austria GmbH (“Branch in Kenya”)	Kenya
EMC Computer Systems Austria GmbH atstovybė ("Representative Office in Lithuania")	Lithuania
EMC Computer Systems Austria GmbH Eesti filiaal	Estonia
EMC Computer Systems Austria GmbH, organizacna zlozka	Slovakia
EMC Computer Systems Austria GmbH, podruznica Ljubljana	Slovenia
EMC Computer Systems Bilgisayar Sistemleri Ticaret A.S.	Turkey
EMC Computer Systems Brasil Ltda.	Brazil
EMC Computer Systems Brasil Ltda. – Barueri Branch (Alameda Rio Negro 161)	Brazil
EMC Computer Systems Brasil Ltda. – Barueri Branch (Tamboré 1180)	Brazil



EMC Computer Systems Brasil Ltda. – Brasilia Branch	Brazil
EMC Computer Systems Brasil Ltda. – Eldorado Branch	Brazil
EMC Computer Systems Brasil Ltda. – Rio de Janeiro Branch (Américas 3443)	Brazil
EMC Computer Systems Brasil Ltda. – Rio de Janeiro Branch (Rua Paulo Enídio Barbosa )	Brazil
EMC Computer Systems Brasil Ltda. – Sao Paulo Branch (Embaixador Macedo Soares 10735)	Brazil
EMC Computer Systems Brasil Ltda. – São Paulo Branch (Rua Verbo Divino 1488)	Brazil
EMC Computer Systems Danmark A/S	Denmark
EMC Computer Systems France S.A.S.	France
EMC Computer Systems Italia S.p.A.	Italy
EMC Computer Systems Mexico, S.A. de CV	Mexico
EMC Computer Systems Philippines, Inc.	Philippines
EMC Computer Systems Poland Sp. z o.o.	Poland
EMC Computer Systems Spain, S.A. - Sucursal Portugal	Portugal
EMC Computer Systems Spain, S.A.U.	Spain
EMC Computer Systems Venezuela, S.A.	Venezuela, Bolivarian Republic of
EMC Computer-Systems AS	Norway
EMC Computer-Systems OY	Finland
EMC Consulting (UK) Limited	United Kingdom
EMC Corporation	United States
EMC Corporation of Canada	Canada
EMC Czech Republic s.r.o.	Czech Republic
EMC del Peru, S.A.	Peru
EMC Egypt Service Center Limited	Egypt
EMC Equity Assets LLC	United States
EMC Europe Limited	United Kingdom
EMC Global Holdings Company	United States
EMC Global Holdings Company	Australia
EMC Group 2	Bermuda
EMC Hungary Trading and Servicing Ltd.	Hungary
EMC Information System Egypt Limited LTD	Egypt
EMC Information Systems (Thailand) Limited	Thailand
EMC Information Systems CIS	Russian Federation
EMC Information Systems Colombia Ltda.	Colombia
EMC Information Systems International	Ireland
EMC Information Systems Kazakhstan LLP	Kazakhstan
EMC Information Systems Management Limited	Ireland
EMC Information Systems Management Limited	France
EMC Information Systems Management Limited	Hong Kong
EMC Information Systems Management Limited Singapore Branch	Singapore
EMC Information Systems Management Limited, German Branch	Germany
EMC Information Systems Morocco Limited	Morocco
EMC Information Systems N.V.	Belgium
EMC Information Systems Nigeria Limited	Nigeria
EMC Information Systems Pakistan (Private) Limited	Pakistan
EMC Information Systems Sweden AB	Sweden
EMC Information Technology Research & Development (Beijing) Co., Ltd.	China
EMC Information Technology Research & Development (Chengdu) Co., Ltd.	China
EMC Information Technology Research & Development (Shanghai) Co., Ltd.	China



EMC International Company	Ireland
EMC International U.S. Holdings L.L.C.	United States
EMC Investment Corporation	United States
EMC IP Holding Company LLC	United States
EMC Ireland Holdings	Ireland
EMC Israel Advanced Information Technologies Ltd.	Israel
EMC Israel Development Center Ltd.	Israel
EMC IT Solutions India Private Limited	India
EMC Japan K.K.	Japan
EMC Luxembourg S.à.r.l.	Luxembourg
EMC Mexico Servicios, S.A. de C.V.	Mexico
EMC Middle East	United Arab Emirates
EMC New Zealand Corporation Limited	New Zealand
EMC Puerto Rico, Inc.	United States
EMC Research and Development Centre	Russian Federation
EMC Software and Services India Private Limited	India
EMC South Street Investments LLC	United States
EMC St. Petersburg Development Centre	Russian Federation
EMC Technology India Private Limited	India
Evolutionary Corporation	United States
Flanders Road Holdings LLC	United States
Force10 Networks Global, Inc.	United States
Force10 Networks International, Inc.	United States
Force10 Networks Singapore Pte. Ltd.	Singapore
Force10 Networks Singapore Pte. Ltd., Hong Kong Branch	Hong Kong
Force10 Networks, Inc.	United States
GoPivotal (UK) Limited	United Kingdom
GoPivotal Israel Ltd.	Israel
GoPivotal Italia S.r.l.	Italy
GoPivotal Netherlands B.V.	Netherlands
GoPivotal Singapore Pte. Limited	Singapore
GoPivotal Software India Private Limited	India
GPVTL Canada Inc.	Canada
Hankook EMC Computer Systems Chusik Hoesa	Korea, Republic of
Hankook EMC Computer Systems Chusik Hoesa	Hong Kong
Heptio LLC	United States
Heptio UK Limited	United Kingdom
Immidio B.V.	Netherlands
Information Systems EMC Greece S.A.	Greece
Iomega Holdings Corporation	United States
Iomega LLC	United States
Isilon Systems International LLC	United States
Isilon Systems LLC	United States
iWave Software LLC	United States
Liaison Office (Bureau d'Etudes) of EMC Computer Systems Austria GmbH	Morocco
License Technologies Group, Inc.	United States
Likewise Software LLC	United States
LLC “EMC Information Systems Ukraine”	Ukraine
LLC Dell Ukraine	Ukraine
Maginatics LLC	United States



More I.T. Resources Ltd.	Israel
NBT Investment Partners LLC	United States
NetWitness International LLC	United States
Newfound Investment Partners LLC	United States
Nicira, Inc.	United States
OptiGrowth Capital S.a.r.l	Luxembourg
Oy Dell AB	Finland
Perot Systems India Foundation	India
Pivotal Brasil Consultoria em Technologia da Informacao Ltda.	Brazil
Pivotal Group 1 Limited	Bermuda
Pivotal Group 2	Bermuda
Pivotal Japan K.K.	Japan
Pivotal Labs Sydney Pty Ltd	Australia
Pivotal Software Australia Pty Limited	Australia
Pivotal Software Deutschland GmbH	Germany
Pivotal Software France S.A.S.	France
Pivotal Software International	Ireland
Pivotal Software International Holdings	Ireland
Pivotal Software Korea Ltd.	Korea, Republic of
Pivotal Software, Inc.	United States
Pivotal Technology (Beijing) Co., Ltd.	China
Pivotal Technology (Beijing) Co., Ltd. - Shanghai Branch	China
PT Dell Indonesia	Indonesia
PT EMC Information Systems	Indonesia
PT VMware Software Indonesia	Indonesia
QTZ L.L.C.	United States
Representative Office of Dell Global B.V. in Hanoi	Vietnam
Representative Office of Dell Global B.V. in Ho Chi Minh City	Vietnam
Representative Office of EMC Computer Systems (South Asia) Pte. Ltd. in Hanoi	Vietnam
Representative Office of EMC Computer Systems (South Asia) Pte. Ltd. in Ho Chi Minh City	Vietnam
Representative Office of EMC Computer Systems Austria GmbH in Belgrade	Serbia
RSA Federal LLC	United States
RSA Security B.V. India Liaison Office	India
RSA Security LLC	United States
ScaleIO LLC	United States
ScaleIO, Ltd.	Israel
SecureWorks Australia Pty. Ltd.	Australia
SecureWorks Corp.	United States
SecureWorks Europe Limited	United Kingdom
SecureWorks Europe S.R.L.	Romania
SecureWorks India Private Limited	India
SecureWorks Japan K.K.	Japan
SecureWorks SAS	France
SecureWorks, Inc.	United States
Sichuan An Cheng Security Technology Company	China
Taiwan VMware Information Technology LLC	Taiwan
VCE Company, LLC	United States
VCE IP Holding Company LLC	United States
VCE Solutions B.V.	Netherlands



VCE Solutions Limited	United Kingdom
VCE Solutions Pte. Ltd.	Singapore
VCE Solutions S.A.S.	France
VCE Technologies Pty Ltd	Australia
VCE Technology Solutions K.K.	Japan
VCE Technology Solutions Limited	Ireland
VCE Technology Solutions Limited - Dubai Branch Office	United Arab Emirates
VeloCloud Networks Private Limited	India
Velocloud Networks, LLC	United States
Virtustream Bulgaria EOOD	Bulgaria
Virtustream Canada Holdings, Inc.	Canada
Virtustream Cloud Services Australia Pty Limited	Australia
Virtustream Cloud Services Ireland Unlimited Company	Ireland
Virtustream Cloud Services Italia S.r.l.	Italy
Virtustream Cloud Services Japan K.K.	Japan
Virtustream Germany GmbH	Germany
Virtustream Group Holdings, Inc.	United States
Virtustream IP Holding Company LLC	United States
Virtustream Ireland Limited	Ireland
Virtustream Limited	Jersey
Virtustream LT UAB	Lithuania
Virtustream Security Solutions LLC	United States
Virtustream Security Solutions Private Limited	India
Virtustream Switzerland Sàrl	Switzerland
Virtustream UK Limited	United Kingdom
Virtustream, Inc.	United States
VMW Holdco LLC	United States
VMware (Thailand) Co., Ltd.	Thailand
VMware Australia Pty Ltd	Australia
VMware Belgium	Belgium
VMware Bermuda Unlimited Company	Ireland
VMware Bulgaria EOOD	Bulgaria
VMware Canada Inc.	Canada
VMware Costa Rica Ltda.	Costa Rica
VMware Denmark ApS	Denmark
VMware Eastern Europe	Armenia
VMware France SAS	France
VMware Global, Inc.	United States
VMware Global, Inc. Zweigniederlassung Deutschland	Germany
VMware Hong Kong Limited	Hong Kong
VMware Information Technology (China) Co. Ltd.	China
VMware Information Technology (China) Co. Ltd. - Beijing Branch	China
VMware Information Technology (China) Co. Ltd. - Guangzhou Branch	China
VMware Information Technology (China) Co. Ltd. - Shanghai Branch	China
VMware International Limited	Ireland
VMware International Marketing Limited	Ireland
VMware Israel Ltd.	Israel
VMware Italy S.r.l.	Italy
VMware Korea Co., Ltd.	Korea, Republic of
VMware Malaysia SDN. BHD.	Malaysia



VMware Marketing Austria GmbH	Austria
Vmware Mexico S. de R.L. de C.V.	Mexico
VMware Middle East FZ-LLC	United Arab Emirates
VMware Netherlands B.V.	Netherlands
VMware NZ Company	New Zealand
VMware Rus LLC	Russian Federation
VMware Saudi Limited	Saudi Arabia
VMware Singapore Pte. Ltd.	Singapore
VMware Software e Serviços Brasil Ltda.	Brazil
VMware Software India Private Limited	India
VMware South Africa (Pty) Ltd	South Africa
VMware Spain, S.L.	Spain
VMware Sweden AB	Sweden
VMware Switzerland GmbH	Switzerland
VMware Turkey Software Solutions and Services Company Limited	Turkey
VMware UK Limited	United Kingdom
VMware, Inc.	United States
VMware, K.K.	Japan
Waltham Ventures LLC	United States
Wanova Technologies Ltd.	Israel
Wyse International L.L.C.	United States
Wyse Technology GmbH	Germany
Wyse Technology International B.V.	Netherlands
Wyse Technology L.L.C.	United States
XtremlO Ltd.	Israel

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-213515) of Dell Technologies Inc. of our report dated March 29, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Austin, Texas

March 29, 2019

Exhibit 31.1

CERTIFICATION OF MICHAEL S. DELL, CHAIRMAN AND

CHIEF EXECUTIVE OFFICER, PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Dell, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Dell Technologies Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



March 29, 2019		/s/ MICHAEL S. DELL
		Michael S. Dell
		Chairman and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF THOMAS W. SWEET, EXECUTIVE VICE PRESIDENT AND

CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas W. Sweet, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Dell Technologies Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



March 29, 2019		/s/ THOMAS W. SWEET
		Thomas W. Sweet
		Executive Vice President and Chief Financial Officer

Exhibit 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 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officers of Dell Technologies Inc. hereby certify that (a) Dell Technologies Inc.’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (b) information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Dell Technologies Inc.



March 29, 2019		/s/ MICHAEL S. DELL
		Michael S. Dell
		Chairman and Chief Executive Officer



March 29, 2019		/s/ THOMAS W. SWEET
		Thomas W. Sweet
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

UNAUDITED ATTRIBUTED FINANCIAL INFORMATION

FOR CLASS V GROUP

(continued on next page)

The information presented below is intended solely to show the attribution of revenue and expenses to the Class V Group in accordance with the Tracking Stock Policy of Dell Technologies Inc. (“Dell Technologies” or the “Company”), a copy of which is filed as Exhibit 99.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017. The individual income and expense line item amounts reflected in the column for VMware, Inc. (“VMware”) are for informational purposes and do not represent actual income and expenses of the Class V Group.

On December 28, 2018, the Company completed a transaction, referred to as the “Class V transaction,” in which all outstanding shares of Class V Common Stock ceased to be outstanding, and the tracking stock feature of the Company’s capital structure was terminated, as of that date. Prior to the completion of the Class V transaction, the Class V stockholders did not have any special rights related to, direct ownership interest in, or recourse against the assets and liabilities attributed to the Class V Group. Holders of the Class V Common Stock were stockholders of the Company and subject to all risks associated with an investment in the Company and all of its businesses, assets, and liabilities.

Beginning with the first quarter of its fiscal year ending January 31, 2020, Dell Technologies will no longer present Unaudited Attributed Financial Information for Class V Group as a part of any quarterly report on Form 10-Q or annual report on Form 10-K.



	Fiscal Year Ended														September 7, 2016 through
	February 1, 2019							February 2, 2018							February 3, 2017
	VMware Reportable Segment		Adjustments and Eliminations (a)			VMware		VMware Reportable Segment		Adjustments and Eliminations (a)			VMware		VMware Reportable Segment		Adjustments and Eliminations (a)			VMware
	(in millions)
Net revenue	$	9,088	$	(114	)	$	8,974	$	7,994	$	(132	)	$	7,862	$	3,543	$	(402	)	$	3,141
Cost of net revenue	1,086		172			1,258		990		151			1,141		399		54			453
Gross margin	8,002		(286		)	7,716		7,004		(283		)	6,721		3,144		(456		)	2,688
Operating expenses:
Selling, general, and administrative	3,407		284			3,691		2,801		463			3,264		1,113		228			1,341
Research and development	1,606		369			1,975		1,394		361			1,755		515		144			659
Total operating expenses	5,013		653			5,666		4,195		824			5,019		1,628		372			2,000
Operating income (loss)	$	2,989	$	(939	)	$	2,050	$	2,809	$	(1,107	)	$	1,702	$	1,516	$	(828	)	$	688
Interest and other income (expense), net attributable to VMware						833							112							6
Income before income taxes attributable to VMware						2,883							1,814							694
Income tax provision attributable to VMware						461							1,155							131
Net income attributable to VMware						$	2,422						$	659						$	563

____________________


(a)	Adjustments and eliminations primarily consist of intercompany sales and allocated expenses, as well as expenses that are excluded from the VMware reportable segment, such as amortization of intangible assets, stock-based compensation expense, severance, and integration and acquisition-related costs.

UNAUDITED ATTRIBUTED FINANCIAL INFORMATION

FOR CLASS V GROUP

(continued)

Reconciliation of net income attributable to VMware to Class V Common Stock economic interest in Class V Group:



	Fiscal Year Ended						September 7, 2016 through
	February 1, 2019			February 2, 2018			February 3, 2017
	(in millions)
Net income attributable to VMware	$	2,422		$	659		$	563
Less: Net income attributable to VMware for the period from December 28, 2018 to February 1, 2019	(15		)	—
Less: Net income attributable to non-controlling interests	(452		)	(121		)	(97		)
Net income attributable to Class V Group	1,955			538			466
Less: DHI Group's 38.90%, 38.48% and 36.43%, respectively, weighted average retained interest in Class V Group	(760		)	(207		)	(170		)
Class V Common Stock economic interest in Class V Group (a)	$	1,195		$	331		$	296

____________________


(a)	For the fiscal year ended February 1, 2019, Class V Common Stock economic interest in the Class V Group represents net income attributable to the Class V Group for the period ended December 27, 2018, the last date on which the Class V Common Stock traded on the New York Stock Exchange.

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