IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) UNDER RULE 144A OR (2)

NON-U.S. PERSONS OUTSIDE OF THE U.S. (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A

QUALIFIED INVESTOR)

IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Offering Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Preliminary Offering Memorandum. In accessing the Preliminary Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE FOLLOWING PRELIMINARY OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Preliminary Offering Memorandum or make an investment decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) or (2) non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the U.S.; provided that investors resident in a Member State of the European Economic Area must be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area). This Preliminary

Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Preliminary Offering Memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) not a U.S. person and that the electronic mail address that you gave us and to which this Preliminary Offering Memorandum has been delivered is not located in the U.S. (and if you are resident in a Member State of the European Economic Area, you are a qualified investor) and (2) that you consent to delivery of such Preliminary Offering Memorandum by electronic transmission. You are reminded that this Preliminary Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Preliminary Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Preliminary Offering Memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the Issuer in such jurisdiction. This Preliminary Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither J.P. Morgan Securities LLC (“JPMorgan”) nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from JPMorgan.

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PRELIMINARY CONFIDENTIAL OFFERING MEMORANDUM(Subject to completion, dated June 6, 2016)

$3,250,000,000

Diamond 1 Finance Corporation and Diamond 2 Finance Corporationas Co-Issuers

$ % Senior Notes due 2021$ % Senior Notes due 2024

to be assumed by

Dell International L.L.C. and EMC Corporationas Co-Issuers

We are offering $ aggregate principal amount of % Senior Notes due 2021 (the “2021 notes”) and $aggregate principal amount of % Senior Notes due 2024 (the “2024 notes” and, together with the 2021 notes, the “notes”).

This offering is part of the financing for, but is not conditioned upon, the proposed acquisition of EMC Corporation, a Massachusettscorporation (“EMC”).

In connection with the acquisition, Universal Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of DenaliHolding Inc., a Delaware corporation (“Denali”), will merge with and into EMC (the “Dell-EMC merger”), with EMC surviving as awholly-owned subsidiary of Denali. Promptly following the consummation of the Dell-EMC merger, Diamond 1 Finance Corporation, aDelaware corporation (“Finco 1”), will merge with and into Dell International L.L.C., a Delaware limited liability company (“DellInternational”), with Dell International as the surviving entity and a co-issuer of the notes, and Diamond 2 Finance Corporation, aDelaware corporation (“Finco 2” and, together with Finco 1, the “Fincos”), will merge with and into EMC, with EMC as the survivingentity and a co-issuer of the notes (such mergers, together with the Dell-EMC merger, the “mergers”). As a result of the mergers, DellInternational and EMC will assume (the “assumption”) all of Finco 1’s and Finco 2’s obligations under the notes and the indenture thatwill govern the notes and certain other debt financings incurred to fund the Dell-EMC merger and other related transactions. Followingthe consummation of the EMC Transactions (as defined herein), Dell International and EMC will be wholly-owned subsidiaries of Denali,Denali Intermediate Inc., a Delaware corporation (“Denali Intermediate”), and Dell Inc., a Delaware corporation (“Dell”).

Upon consummation of the offering of the notes, the Fincos will deposit into an escrow account an amount equal to the grossproceeds of this offering and either (x) the Fincos will also deposit (or cause to be deposited) in cash or (y) we will cause the issuinglenders under our existing ABL credit facility to issue letters of credit for the benefit of the escrow agent and the holders of the notes (or acombination of (x) and (y)), in each case, in an amount that is sufficient to pay the special mandatory redemption price described belowand all interest that would accrue on the notes up to but not including July 1, 2016. Until the date that the conditions to release of theproperty in the escrow account are satisfied or the notes are otherwise required to be redeemed pursuant to the terms of the escrowagreement, prior to the first day of each month, (x) the Fincos will deposit (or cause to be deposited) such cash or (y) we will cause suchletters of credit to be issued (or a combination of (x) and (y)), in each case, in an amount equal to the monthly interest that would accrueon the notes. The funds in such escrow account will be pledged as security for the benefit of the holders of the respective series of notes.In the event that the Dell-EMC merger is not consummated on or prior to December 16, 2016, the Fincos will be required to redeem all ofthe notes offered hereby no later than three business days following such date (the “Special Mandatory Redemption Date”) at aredemption price equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest to, but not including, the SpecialMandatory Redemption Date. See “Description of Notes—Escrow of Proceeds; Escrow Conditions” and “Description of Notes—SpecialMandatory Redemption.”

The notes will not be listed on any stock exchange, and currently there is no public market for the notes.Investing in the notes involves risks. See “Risk Factors” beginning on page 40.

(cover page continued)Price for the 2021 notes: %, plus accrued interest, if any from , 2016Price for the 2024 notes: %, plus accrued interest, if any from , 2016

The initial purchasers expect to deliver the notes to investors only in book-entry form through the facilities of The Depository TrustCompany, on or about , 2016.

The notes and the note guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the“Securities Act”), or the securities law of any other jurisdiction. We do not intend to register the notes for an exchange offerunder the Securities Act. The notes may not be sold within the United States or to United States persons, except to qualifiedinstitutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and offeredand sold to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notifiedthat sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule144A. For a description of certain information about eligible offerees and restrictions on transfers of the notes, see “TransferRestrictions” and “Plan of Distribution.”

Book-Running Managers

J.P. Morgan Credit SuisseBofA Merrill Lynch Barclays Citigroup Goldman, Sachs & Co. Deutsche Bank Securities RBC Capital Markets

Global Financing Coordinators(in alphabetical order)

Credit Suisse J.P. Morgan

The date of this confidential offering memorandum is , 2016.

The 2021 notes will mature on , 2021 and the 2024 notes will mature on , 2024. We will pay interest on the2021 notes and the 2024 notes semi-annually in arrears on and of each year, commencing on , 2016.

We may redeem some or all of the 2021 notes at any time prior to , 2018 and the 2024 notes at any time prior to, 2019, in each case, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest,

if any, to, but not including, the redemption date, plus a “make-whole” premium, as described in this offering memorandum. On or after(i) , 2018, in the case of the 2021 notes, and (ii) , 2019, in the case of the 2024 notes, we may redeem some or allof the notes of such series at the applicable redemption prices set forth in this offering memorandum, plus accrued and unpaid interest, ifany, to, but not including, the redemption date. We may also redeem up to 40% of the aggregate principal amount of each series of notesat any time prior to (i) , 2018, in the case of the 2021 notes, and (ii) , 2019, in the case of the 2024 notes, in eachcase, with an amount equal to or less than the net cash proceeds from certain equity offerings (but without duplication) at the applicableredemption prices set forth in this offering memorandum, plus accrued and unpaid interest, if any, to, but not including, the redemptiondate. See “Description of Notes—Optional Redemption.” Upon the occurrence of a Change of Control Triggering Event (as describedherein), we may be required to offer to repurchase all of the notes then outstanding at 101% of the principal amount, plus any accrued andunpaid interest to, but not including, the repurchase date. See “Description of Notes—Change of Control Triggering Event.”

Upon consummation of the EMC Transactions, the notes will rank equal in right of payment with all of the issuers’ existing andfuture senior indebtedness, including obligations under our new senior secured credit facilities, the first lien notes, the margin bridgefacility (to the extent entered into), the VMware note bridge facility, the asset sale bridge facility and any other senior debt expected to beincurred as part of the EMC Transactions and (only with respect to EMC) the existing EMC unsecured notes, and senior in right ofpayment to all of our existing and future subordinated indebtedness. Prior to the consummation of the mergers and the assumption, thenotes will not be guaranteed. Upon the consummation of the mergers and the assumption, the notes will be guaranteed (the “noteguarantees”) on a joint and several basis by Denali, Denali Intermediate, Dell and each of Denali Intermediate’s wholly-owned domesticsubsidiaries (including each of EMC’s wholly-owned domestic subsidiaries) that guarantees obligations under the new senior securedcredit facilities. Such note guarantees will rank equal in right of payment with all existing and future senior indebtedness, includingguarantees of obligations under our new senior secured credit facilities, the first lien notes and any other senior debt expected to beincurred as part of the EMC Transactions, and senior in right of payment to all future subordinated indebtedness of such guarantors. Thenotes and the note guarantees will be structurally subordinated to all of the existing and future indebtedness and other liabilities of anyexisting and future subsidiaries that do not guarantee the notes, including our non-wholly-owned subsidiaries, foreign subsidiaries,receivables subsidiaries and unrestricted subsidiaries. The notes and the note guarantees will be structurally senior to the existing Dellunsecured notes and (except with respect to EMC) the existing EMC unsecured notes. To the extent lenders under the new senior securedcredit facilities release any guarantor from its obligations, such guarantor will also be released from its obligations under its noteguarantees. See “Description of Notes—Note Guarantees.”

Upon consummation of the offering of the notes and the funding of the proceeds of the notes into escrow, the notes will be securedby an exclusive first-priority lien on the funds held in the escrow account until the release of the funds from escrow. From and after therelease of the funds and the consummation of the mergers and the assumption, the notes and the note guarantees will not be secured byany collateral. As a result, the notes and the note guarantees will be effectively subordinated to all of our existing and future securedindebtedness, including indebtedness under our new senior secured credit facilities, the first lien notes, the margin financing, the VMwarenote bridge facility and any other secured indebtedness expected to be incurred as part of the EMC Transactions, to the extent of the valueof the collateral securing such indebtedness.

TABLE OF CONTENTS

Page

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 77Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 80The Transactions . . . . . . . . . . . . . . . . . . . . . . . . 83Denali Unaudited Pro Forma Condensed

Combined Financial Statements . . . . . . . . . . 89Selected Historical Consolidated Financial

Data of Denali . . . . . . . . . . . . . . . . . . . . . . . . 106Selected Historical Consolidated Financial

Data of EMC . . . . . . . . . . . . . . . . . . . . . . . . . 107Management’s Discussion and Analysis of

Financial Condition and Results ofOperations of Denali . . . . . . . . . . . . . . . . . . . 109

Management’s Discussion and Analysis ofFinancial Condition and Results ofOperations of EMC . . . . . . . . . . . . . . . . . . . . 150

Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 192

Page

Business of EMC . . . . . . . . . . . . . . . . . . . . . . . 207Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 222Principal Stockholders . . . . . . . . . . . . . . . . . . . 231Certain Relationships and Related Party

Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 232Description of Other Indebtedness . . . . . . . . . . 239Description of Notes . . . . . . . . . . . . . . . . . . . . 256Book Entry; Delivery and Form . . . . . . . . . . . . 345Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . 350Certain United States Federal Income and

Estate Tax Consequences . . . . . . . . . . . . . . . 352Certain ERISA Considerations . . . . . . . . . . . . . 357Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 359Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 365Independent Registered Public Accounting

Firms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365Index To Consolidated Financial

Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

In making your investment decision, you should rely only on the information contained in thisoffering memorandum. We and the initial purchasers have not authorized anyone to provide you with anyother information. If you receive any other information, you should not rely on it.

We and the initial purchasers are offering to sell the notes only in places where offers and sales arepermitted.

You should not assume that the information contained in this offering memorandum is accurate as ofany date other than the date on the front cover of this offering memorandum. Neither the delivery of thisoffering memorandum nor any sale made hereunder shall under any circumstances imply that theinformation herein is correct as of any date subsequent to the date on the cover of this offeringmemorandum.

This offering memorandum is a confidential document that we are providing only to prospectivepurchasers of the notes. You should read this offering memorandum before making a decision whether topurchase any notes. You must not:

• use this offering memorandum for any other purpose;

• make copies of any part of this offering memorandum or give a copy of it to any other person; or

• disclose any information in this offering memorandum to any other person.

We have prepared this offering memorandum and we are solely responsible for its contents. You areresponsible for making your own examination of us and your own assessment of the merits and risks ofinvesting in the notes. You may contact us if you need any additional information. By purchasing anynotes, you will be deemed to have acknowledged that:

• you have reviewed this offering memorandum;

• you have had an opportunity to request and to review, and you have received, any additionalinformation that you need from us;

i

• you have not relied upon the initial purchasers or any person affiliated with the initial purchasers inconnection with your investigation of the accuracy of such information or your investment decision;

• this offering memorandum relates to an offering that is exempt from registration under theSecurities Act and may not comply in important respects with the rules of the SEC that wouldapply to an offering document relating to a public offering of securities; and

• no person has been authorized to give information or to make any representation concerning us,this offering or the notes, other than as contained in this offering memorandum in connectionwith your examination of us and the terms of this offering.

We are not providing you with any legal, business, tax or other advice in this offering memorandum. Youshould consult your own attorney, business advisor and tax advisor for legal, business and tax advice regardingan investment in the notes. You should contact the initial purchasers with any questions about this offering.

You must comply with all laws and regulations that apply to you in any place in which you buy, offeror sell any notes or possess or distribute this offering memorandum. You must also obtain any consents,permission or approvals that you need in order to purchase, offer or sell any notes under the laws andregulations in force in any jurisdiction to which you are subject or in which you make such purchases,offers or sales. We and the initial purchasers are not responsible for your compliance with these legalrequirements. We are not making any representation to you regarding the legality of your investment inthe notes under any legal investment or similar law or regulation.

We are offering the notes in reliance on exemptions from the registration requirements of the SecuritiesAct. These exemptions apply to offers and sales of securities that do not involve a public offering. Bypurchasing any notes, you will be deemed to have made certain acknowledgments, representations andagreements as described in the “Transfer Restrictions” section of this offering memorandum. You may berequired to bear the financial risks of investing in the notes for an indefinite period of time.

The notes have not been recommended by any federal, state or foreign securities authorities, nor haveany such authorities determined that this offering memorandum is accurate or complete. Anyrepresentation to the contrary is a criminal offense.

The notes are subject to restrictions on resale and transfer and may not be transferred or resoldexcept as permitted under the Securities Act and applicable state securities laws pursuant to registrationor exemption therefrom. Please refer to the sections in this offering memorandum entitled “TransferRestrictions” and “Plan of Distribution.” The notes and the note guarantees will not be entitled to anyregistration rights and the issuers will not be required to complete a registered exchange offer or shelfregistration or prospectus with respect to the notes or the note guarantees.

The initial purchasers make no representation or warranty, express or implied, as to the accuracy orcompleteness of the information contained in this offering memorandum. Nothing contained in thisoffering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasersas to the past or future. The initial purchasers assume no responsibility for the accuracy or completenessof any such information.

It is expected that delivery of the notes will be made against payment therefor on or about, 2016, which is the tenth business day following the date hereof (such settlement cycle being

referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), trades in the secondary market generally are required to settle in three business daysunless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to tradethe notes on the date of pricing or the next six succeeding business days will be required, by virtue of thefact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of anysuch trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes on the date ofpricing and the next six succeeding business days should consult their own advisors.

ii

INDUSTRY AND MARKET DATA

This offering memorandum includes information with respect to market share and other industry-related andstatistical information, which are based on information from independent industry organizations and other third-party sources, including IDC Research, Inc. Some industry and market information are also from our internalanalysis based upon data available from such independent and third-party sources and our internal research. Webelieve such information to be accurate as of the date of this offering memorandum. However, this informationmay prove to be inaccurate because this information cannot always be verified with complete certainty due to thelimits on the availability and reliability of raw data, the voluntary nature of the data gathering process and otherlimitations and uncertainties. In addition, our internal research is based upon our understanding of industryconditions, and such information has not been verified by any independent sources. Neither we nor the initialpurchasers can guarantee the accuracy or completeness of any such information contained in this offeringmemorandum. Such information also involves risks and uncertainties and is subject to change based on variousfactors, including those discussed under the heading “Forward-Looking Statements.”

In this offering memorandum, references to “share” and “market share,” unless otherwise indicated, withrespect to (i) our Client Solutions business are to market share based on number of units sold and (ii) our otherbusinesses, including our Enterprise Systems Group, VMware, SecureWorks and our Emerging Cloud Solutionsbusinesses, are to market share based on revenue.

USE OF NON-GAAP FINANCIAL INFORMATION

We believe that the financial statements and the other financial data included in this offering memorandumhave been prepared in a manner that complies, in all material respects, with generally accepted accountingprinciples in the United States (“GAAP”) and the regulations published by the SEC, and are consistent withcurrent practice with the exception of certain financial measures we identify as “non-GAAP financial measures,”the presentation of our results of operations for the period from February 2 through October 28, 2013 andOctober 29, 2013 through January 31, 2014 on a combined basis, and as adjusted for certain pro forma itemsassociated with the going-private transaction (including the impact of related purchase accounting adjustments),and the omission of certain financial information regarding the guarantor and non-guarantor subsidiaries.

EBITDA, Adjusted EBITDA, Adjusted EBITDA, including cost synergies, Unlevered Free Cash Flow, non-GAAP product net revenue, non-GAAP services net revenue, non-GAAP net revenue (which we also refer to asadjusted net revenue), non-GAAP product gross margin, non-GAAP product gross margin percentage, non-GAAP services gross margin, non-GAAP services gross margin percentage, non-GAAP gross margin, non-GAAP gross margin percentage, non-GAAP operating expenses, non-GAAP operating income, non-GAAP costof goods sold, non-GAAP tax expense and non-GAAP net income, as presented in this offering memorandum,are supplemental measures of the performance of Denali or EMC, as applicable, that are not required by, and arenot presented in accordance with, GAAP. We believe these non-GAAP financial measures are measurescommonly used by financial analysts in evaluating a company’s performance and/or ability to service and/orincur indebtedness. Accordingly, we believe that such non-GAAP financial measures may be useful for potentialpurchasers of the notes in assessing our operating performance and our ability to meet our debt servicerequirements. These non-GAAP financial measures, as used herein, are not necessarily comparable to similarlytitled measures of other companies. The items excluded from such non-GAAP financial measures are significantin assessing our operating results and liquidity.

These non-GAAP financial measures have limitations as analytical tools, and you should not consider themin isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• they do not reflect costs or cash outlays for capital expenditures or contractual commitments;

• they do not reflect changes in, or cash requirements for, our working capital needs;

iii

• EBITDA, Adjusted EBITDA, Adjusted EBITDA, including cost synergies, Unlevered Free Cash Flowand non-GAAP net income, in particular, do not reflect the interest expense, or the cash requirementsnecessary to service interest or principal payments, on our debt;

• EBITDA, Adjusted EBITDA, Adjusted EBITDA, including cost synergies, Unlevered Free Cash Flowand non-GAAP net income, in particular, do not reflect period to period changes in taxes, income taxexpense or the cash necessary to pay income taxes;

• they do not reflect certain impairments and adjustments for purchase accounting;

• they do not reflect the impact of earnings or charges resulting from matters we consider not to beindicative of our ongoing operations;

• although depreciation and amortization are non-cash charges, the assets being depreciated andamortized will often have to be replaced in the future, and these non-GAAP financial measures do notreflect cash requirements for such replacements; and

• other companies in our industry may calculate these measures differently than we do, limiting theirusefulness as comparative measures.

Because of these limitations, these non-GAAP financial measures and the related ratios should not beconsidered as measures of discretionary cash available to invest in business growth or to reduce indebtedness.

For more information, see the financial statements and related notes included elsewhere in this offeringmemorandum. The SEC has adopted rules to regulate the use of non-GAAP financial measures. These rulesrequire, among other things:

• a presentation with equal or greater prominence of the most comparable financial measure or measurescalculated and presented in accordance with GAAP; and

• a statement disclosing the purposes for which the issuer’s management uses the non-GAAP financialmeasure.

The rules prohibit, among other things:

• exclusion of charges or liabilities that require cash settlement or would have required cash settlementabsent an ability to settle in another manner, from non-GAAP liquidity measures;

• adjustment of a non-GAAP performance measure to eliminate or smooth items identified asnonrecurring, infrequent or unusual, when the nature of the charge or gain is such that it is reasonablylikely to recur; and

• presentation of non-GAAP financial measures on the face of the GAAP financial statements (or notesthereto) or on the face of any required pro forma financial information.

The non-GAAP financial measures presented in this offering memorandum may not comply with theserules. For a reconciliation of EBITDA, Adjusted EBITDA, Adjusted EBITDA, including cost synergies, andUnlevered Free Cash Flow to net income (loss) and a reconciliation of adjusted net revenue to net revenue, see“Summary—Summary Historical and Pro Forma Financial and Other Data of Denali.” For a reconciliation of theother non-GAAP financial measures to the most comparable financial measure calculated and presented inaccordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results ofOperations of Denali—Components of our Results of Operations—Non-GAAP Financial Measures” and“Management’s Discussion and Analysis of Financial Condition and Results of Operations of EMC—Liquidity—Use of Non-GAAP Financial Measures and Reconciliations to GAAP Results.”

iv

NO REVIEW BY THE SEC; NO REGISTRATION RIGHTS

This offering memorandum, as well as any other documents in connection with this offering, will not bereviewed by the SEC. There are no registration rights associated with the notes and the issuers have no presentintention to offer to exchange the notes for notes registered under the Securities Act or to file a registrationstatement with respect to the notes. The indenture that will govern the notes will not be qualified under the U.S.Trust Indenture Act of 1939, as amended. In addition, we expect to become a public reporting company inconnection with the EMC Transactions. We believe that, other than as set forth in “Use of Non-GAAP FinancialInformation” and in the second succeeding sentence, the financial data included in this offering memorandumhave been prepared in a manner that complies in all material respects with GAAP and published SEC regulationsand are consistent with current practice. However, if the SEC reviews our Exchange Act reports, comments bythe SEC on our financial or other data in such Exchange Act reports that are similar to or also included in thisoffering memorandum may require modification or reformulation of such financial or other data. We have notincluded in the financial statements included in this offering memorandum the consolidating footnote to thefinancial statements that would be required under Rule 3-10 of Regulation S-X if the notes were registered.

FORWARD-LOOKING STATEMENTS

This offering memorandum contains “forward-looking statements” within the meaning of the federalsecurities laws. Forward-looking statements include all statements that do not relate solely to historical or currentfacts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,”“may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects” or “anticipates” orsimilar expressions that concern our strategy, plans or intentions. All statements made relating to the closing ofthe transactions described in this offering memorandum (including, without limitation, the mergers and theassumption) or to our expectations concerning our market position, future operations, earnings, margins,profitability, costs, expenditures, cash flows, growth rates, financial results and other financial and operatinginformation are forward-looking statements. These forward-looking statements are subject to risks anduncertainties that may change at any time, and, therefore, our actual results may differ materially from those weexpect and that are expressed or implied in the forward-looking statements. Factors or events that could cause ouractual results to differ may emerge from time to time, and it is difficult to predict the impact of known factorsand impossible to anticipate all factors that could affect our actual results.

Some of the important factors that could cause actual results to differ materially from our expectationsinclude, but are not limited to:

• competitive pressures;

• our reliance on vendors for products and components and our ability to achieve favorable pricing fromvendors;

• adverse global economic conditions and instability in financial markets;

• execution of our growth, business and acquisition strategies;

• the success of our cost efficiency measures;

• our ability to manage solutions and products and services transitions in an effective manner;

• our ability to deliver high-quality products and services;

• our foreign operations and ability to generate non-U.S. net revenue;

• product, customer and geographic sales mix and seasonal sales trends;

• the performance of channel participants;

v

• access to capital markets by us or our customers;

• additional regulation;

• the loss of any services contracts with our customers, including government contracts, and our abilityto perform such contracts at our estimated costs;

• the development and protection of our proprietary intellectual property;

• cyber-attacks or other data security breaches;

• our ability to realize the anticipated synergies from the Dell-EMC merger;

• the outcome of lawsuits that have been filed, or other lawsuits that may be filed against us or EMC,including those challenging the Dell-EMC merger;

• any demands by holders of shares of EMC’s common stock for appraisal of their shares (to the extentthat appraisal rights are determined to exist) under Massachusetts law;

• our level of indebtedness and our ability to achieve our objective of reducing our indebtedness; and

• other factors discussed under “Risk Factors” and elsewhere in this offering memorandum, including,without limitation, in conjunction with the forward-looking statements included in this offeringmemorandum.

Any forward-looking statement made by us in this offering memorandum speaks only as of the date of thisoffering memorandum. Our forward-looking statements do not reflect the potential impact of any futureacquisitions, mergers, dispositions, joint ventures, investments and other strategic transactions we may make.While we may elect to update forward-looking statements in the future, we specifically disclaim any obligationto do so, even if our estimates change, and investors should not rely on those forward-looking statements asrepresenting our views as of any date subsequent to the date of this offering memorandum.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on ourbehalf, are expressly qualified in their entirety by these cautionary statements.

TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with theoperation of our business. Certain trademarks and/or trade names are subject to registrations or applications toregister with the United States Patent and Trademark Office or the equivalent in certain foreign jurisdictions,while others are not subject to registration but protected by common law rights. These registered andunregistered marks include our corporate names, logos and website names used herein. Each trademark, tradename or service mark by any other company appearing in this offering memorandum belongs to its owner. Solelyfor convenience, trademarks, service marks and trade names referred to in this offering memorandum may appearwithout the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will notassert, to the fullest extent under applicable law, our rights or the right of the applicable licensors to thesetrademarks, service marks or trade names. We do not intend our use or display of other parties’ trademarks, tradenames or service marks to imply, and such use or display should not be construed to imply, a relationship with,or endorsement or sponsorship of us by, those other parties.

BASIS OF PRESENTATION

Unless the context otherwise requires, references in this offering memorandum to:

• “ABS facilities” refers, collectively, to the term/commercial receivables facility, the revolving/consumer receivables facility, the EMEA facility and the Canadian Facility, described in “Descriptionof Other Indebtedness—ABS Facilities” in this offering memorandum;

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• “asset sale bridge facility” refers to the senior unsecured bridge facility expected to be entered into byDell International in connection with the EMC Transactions in the event the Dell Services Transactionis not consummated substantially concurrently with or prior to the consummation of the Dell-EMCmerger, described in “Description of Other Indebtedness—Asset Sale Bridge Facility” in this offeringmemorandum;

• “assumption” has the meaning set forth in “Summary—The Transactions” in this offeringmemorandum;

• “Boomi” refers to Boomi, Inc., a wholly-owned subsidiary of Denali;

• “Canadian Facility” refers to the Canadian revolving/commercial receivables facility described in“Description of Other Indebtedness—ABS Facilities—Canadian Revolving/Commercial ReceivablesFacility” in this offering memorandum;

• “cash equity investors” refers, collectively, to the SLP Existing Stockholders, Michael S. Dell, theSusan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV,LLC and the Temasek Investor;

• “Class A Common Stock” refers to the series of Denali common stock, with a par value $0.01 pershare, designated as Class A Common Stock;

• “Class B Common Stock” refers to the series of Denali common stock, with a par value $0.01 pershare, designated as Class B Common Stock;

• “Class C Common Stock” refers to the series of Denali common stock, with a par value $0.01 pershare, designated as Class C Common Stock;

• “Class V Common Stock” refers to the series of Denali common stock, with a par value $0.01 pershare, designated as Class V Common Stock;

• “Company,” “we,” “us” and “our” refer to, unless otherwise indicated, (i) Denali and all of itsconsolidated subsidiaries prior to the consummation of the mergers and the assumption (excluding, forthe avoidance of doubt, EMC and its subsidiaries) and (ii) Denali and all of its consolidatedsubsidiaries (including EMC and its subsidiaries) after the consummation of the mergers and theassumption;

• “Dell” refers to Dell Inc., a Delaware corporation, and its consolidated subsidiaries;

• “Dell-EMC merger” refers to the merger of Merger Sub with and into EMC, as a result of which theseparate corporate existence of Merger Sub will cease, and EMC will continue as a wholly-ownedsubsidiary of Denali;

• “Dell International” refers to Dell International L.L.C., a Delaware limited liability company andwholly-owned subsidiary of Dell;

• “Dell Services Transaction” refers to the sale of the Dell Services divested businesses as described in“Summary—Recent Developments—Dell Services Divestiture” in this offering memorandum;

• “Denali” refers to Denali Holding Inc., a Delaware corporation;

• “Denali Intermediate” refers to Denali Intermediate Inc., a Delaware corporation;

• “DHI Group common stock” refers, collectively, to the Class A Common Stock, the Class B CommonStock, the Class C Common Stock and the Class D Common Stock;

• “EMC” refers to EMC Corporation, a Massachusetts corporation;

• “EMC Transactions” has the meaning set forth in “Summary—The Transactions” in this offeringmemorandum;

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• “existing ABL credit facility” refers to the revolving credit facility entered into by Dell International inconnection with the going-private transaction;

• “existing Dell and EMC unsecured notes” refers, collectively, to (1) the 5.65% senior notes due 2018,5.875% senior notes due 2019, 4.625% senior notes due 2021, 6.50% senior notes due 2038, 5.40%senior notes due 2040, 7.10% senior debentures due 2028, in each case issued by Dell and (2) the1.875% senior notes due 2018, 2.650% senior notes due 2020 and 3.375% senior notes due 2023, ineach case issued by EMC;

• “existing first lien notes” refers to the 5.625% Senior First Lien Notes due 2020 co-issued by DellInternational and Denali Finance Corp. in connection with the going-private transaction;

• “existing term loan facilities” refers to the term loan facilities entered into by Dell International inconnection with the going-private transaction;

• “Finco 1” refers to Diamond 1 Finance Corporation, a Delaware corporation;

• “Finco 2” refers to Diamond 2 Finance Corporation, a Delaware corporation;

• “Fincos” refers, collectively, to Finco 1 and Finco 2;

• “first lien notes” refers, collectively, to the $3,750,000,000 aggregate principal amount of 3.480% firstlien notes due 2019, the $4,500,000,000 aggregate principal amount of 4.420% first lien notes due2021, the $3,750,000,000 aggregate principal amount of 5.450% first lien notes due 2023, the$4,500,000,000 aggregate principal amount of 6.020% first lien notes due 2026, the $1,500,000,000aggregate principal amount of 8.100% first lien notes due 2036 and the $2,000,000,000 aggregateprincipal amount of 8.350% first lien notes due 2046 co-issued by the issuers as part of the EMCTransactions, described in “Description of Other Indebtedness—First Lien Notes” in this offeringmemorandum;

• “going-private transaction” refers to the acquisition of Dell by Denali on October 29, 2013, in whichthe public stockholders of Dell received cash for their shares of Dell common stock;

• “initial purchasers” refers to the firms, the marketing names of which are listed on the cover of thisoffering memorandum;

• “issuers” refers to the co-issuers of the notes offered hereby, which are, prior to the consummation ofthe mergers and the assumption, the Fincos, and from and after the consummation of the mergers andthe assumption, Dell International and EMC;

• “margin financing” refers to the new margin bridge facility to be entered into by Merger Sub inconnection with the EMC Transactions or the new margin loan facility to be entered into in lieu thereofby one or more special purpose vehicles, in each case, described in “Description of OtherIndebtedness—Margin Bridge Facility” in this offering memorandum;

• “MD Investors” refers, collectively, to Michael S. Dell and the Susan Lieberman Dell SeparateProperty Trust and any person to whom any of them would be permitted to transfer any equitysecurities of Denali under the certificate of incorporation of Denali, as amended and restated;

• “mergers” refers, collectively, to the Dell-EMC merger, the merger of Finco 1 with and into DellInternational, and the merger of Finco 2 with and into EMC;

• “merger agreement” refers to the Agreement and Plan of Merger, dated as of October 12, 2015, as itmay be amended from time to time, among Denali, Dell, Merger Sub and EMC;

• “Merger Sub” refers to Universal Acquisition Co., a Delaware corporation and wholly-ownedsubsidiary of Denali;

• “Microsoft note” refers to the 7.25% subordinated note due 2023 issued by Denali to Microsoft GlobalFinance, a subsidiary of Microsoft Corporation, in connection with the going-private transaction, ofwhich $26 million remains outstanding;

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• “MSD Partners Investors” refers, collectively, to MSDC Denali Investors, L.P. and MSDC Denali EIV,LLC and any person to whom any of them would be permitted to transfer any equity securities ofDenali under the certificate of incorporation of Denali, as amended and restated;

• “notes” refers, collectively, to the $ aggregate principal amount of % senior notes due2021 offered hereby and the $ aggregate principal amount of % senior notes due 2024offered hereby;

• “Pivotal” refers to Pivotal Software, Inc., a majority-owned consolidated subsidiary of EMC;

• “pro forma” refers to information after giving pro forma effect to the Transactions, unless otherwisespecified;

• “revolving facility” refers to the new revolving credit facility to be entered into by Dell International,Dell, Denali Intermediate and Merger Sub in connection with the EMC Transactions, described in“Description of Other Indebtedness—Senior Secured Credit Facilities” in this offering memorandum;

• “SecureWorks” refers to SecureWorks Corp., a majority-owned consolidated subsidiary of Denali;

• “senior secured credit facilities” refers, collectively, to the revolving facility and the term loanfacilities;

• “SLP Existing Stockholders” refers to Silver Lake Partners III, L.P. and Silver Lake Partners IV, L.P.;

• “SLP Investors” refers to 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 any person to whom any of them would be permitted to transfer any equity securities ofDenali under the certificate of incorporation of Denali, as amended and restated;

• “Temasek Investor” refers to an affiliate of Temasek Holdings (Private) Limited;

• “term loan facilities” refers to the new term loan facilities to be entered into by Dell International, Dell,Denali Intermediate and Merger Sub in connection with the EMC Transactions, described in“Description of Other Indebtedness—Senior Secured Credit Facilities” in this offering memorandum;

• “Transactions” refers, collectively, to the EMC Transactions and the Dell Services Transaction;

• “Virtustream” refers to Virtustream Group Holdings, Inc., a wholly-owned subsidiary of EMC;

• “VMware” refers to VMware, Inc., a Delaware corporation, a majority-owned consolidated subsidiaryof EMC;

• “VMware intercompany notes” refers, collectively, to (1) the $680.0 million Promissory Note dueMay 1, 2018, issued by VMware in favor of EMC, (2) the $550.0 million Promissory Note due May 1,2020, issued by VMware in favor of EMC and (3) the $270.0 million Promissory Note dueDecember 1, 2022, issued by VMware in favor of EMC; and

• “VMware note bridge facility” refers to the new VMware note bridge facility to be entered into byMerger Sub in connection with the EMC Transactions, described in “Description of OtherIndebtedness—VMware Note Bridge Facility” in this offering memorandum.

Denali is the indirect holding company of Dell International, a co-issuer of the notes following theconsummation of the mergers and the assumption, and will also be the ultimate indirect holding company ofEMC, a co-issuer of the notes following the consummation of the mergers and the assumption. Other than theequity interests of Denali Intermediate, Denali has no material assets or liabilities and has no materialindependent operations. This offering memorandum contains the historical financial statements and otherfinancial data of Denali.

No separate financial information has been provided in this offering memorandum for Finco 1 or Finco 2because (1) neither Finco 1 nor Finco 2 conducts any material operations; (2) neither Finco 1 nor Finco 2 has or

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will have material assets (other than the escrowed proceeds, the proceeds of any other indebtedness incurred tofinance the EMC Transactions and any cash or cash equivalents or letters of credit to fund expected interestpayments from the date of incurrence of such indebtedness to the closing date of the Dell-EMC merger and anyredemption premiums payable upon redemption of such indebtedness if the Dell-EMC merger is notconsummated) and (3) promptly following the consummation of the Dell-EMC merger, Finco 1 will merge withand into Dell International and Finco 2 will merge with and into EMC and as a result, Dell International andEMC will assume all of Finco 1’s and Finco 2’s obligations under the notes, respectively. The indenture that willgovern the notes offered hereby will significantly restrict the activities of the Fincos.

Denali’s fiscal year is the 52- or 53-week period ending on the Friday nearest January 31. As usedthroughout this offering memorandum, “Fiscal 2017” means Denali’s fiscal year ended February 3, 2017, “Fiscal2016” means Denali’s fiscal year ended January 29, 2016, “Fiscal 2015” means Denali’s fiscal year endedJanuary 30, 2015 and “Fiscal 2014” means the period from October 29, 2013 to January 31, 2014 and the periodfrom February 2, 2013 to October 28, 2013. Each of these fiscal years includes 52 weeks.

EMC’s fiscal year ends on December 31.

The going-private transaction

On October 29, 2013, Denali acquired Dell in the going-private transaction. For the purposes of theconsolidated financial data included in this offering memorandum for Denali, periods prior to October 29, 2013reflect the financial position, results of operations and changes in financial position of Dell and its consolidatedsubsidiaries prior to the going-private transaction, referred to as the Predecessor, and periods beginning on orafter October 29, 2013 reflect the financial position, results of operations and changes in financial information ofDenali and its consolidated subsidiaries as a result of the going-private transaction, referred to as the Successor.For more information on the Predecessor and Successor periods, see note 1 of the notes to the auditedconsolidated financial statements of Denali included in this offering memorandum. The Predecessor financialstatements do not reflect the effects of the accounting for, or the financing of, the going-private transaction. Inorder to facilitate a discussion of certain results of operations across periods, we have presented the results for thefiscal year ended January 31, 2014 on a combined basis, which is comprised of the results for the period fromOctober 29, 2013 to January 31, 2014 and the period from February 2, 2013 to October 28, 2013 (“CombinedFiscal 2014”) and include results of a new basis of accounting for the post-going-private transaction period. Inaddition, we have also presented our Combined Fiscal 2014 financial results, as adjusted for pro forma itemsdirectly associated with the going-private transaction to give effect to that transaction as if it had occurred on thefirst day of Fiscal 2014 (“Pro Forma Fiscal 2014”) as we believe the presentation of a twelve-month period on apro forma basis to reflect the going-private transaction for Fiscal 2014 is meaningful to the reader and moreuseful for comparative purposes across periods.

The Dell Services Transaction

On March 27, 2016, we entered into a definitive agreement with NTT Data International L.L.C. to sellsubstantially all of the Dell Services business, including the Dell Services Federal Government business butexcluding the global support, deployment and professional services business (the “Dell Services divestedbusinesses”), for cash consideration of approximately $3.1 billion. Accordingly, we have reflected the assets andliabilities relating to the Dell Services divested businesses in the “assets held for sale” column of our pro formacondensed combined statement of financial position and have removed such assets and liabilities in the “proforma adjustments” column of our pro forma condensed combined statement of financial position to reflect thedivestiture in our unaudited pro forma financial statements included elsewhere in this offering memorandum andthe results of the Dell Services divested businesses will be reclassified to discontinued operations beginning withthe first quarter of Fiscal 2017. We anticipate the Dell Services Transaction will close in the third quarter ofFiscal 2017. To the extent that the Dell Services Transaction closes substantially concurrently with or prior to theconsummation of the Dell-EMC merger, we expect to apply the estimated $2.7 billion of net proceeds from such

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transaction to fund the EMC Transactions. See “Summary—The Transactions.” We expect that we may divestcertain other business lines, assets, equity interests or properties of us and EMC, as yet to be determined. Suchdivestitures may be material to each company’s financial condition and results of operations. As of the date ofthis offering memorandum, there is no commitment or probable transaction related to these potential divestitures,and the manner in which any potential divestitures might be effected has not been determined. Accordingly, thepro forma financial information included elsewhere in this offering memorandum only gives effect to the DellServices Transaction (unless otherwise specified) and does not reflect any adjustments relating to otherdivestitures. See “Our Business—Divestitures.”

Unless otherwise stated herein, pro forma financial information gives effect to the Transactions, asdescribed under “Denali Unaudited Pro Forma Condensed Combined Financial Statements.” Numerical figuresincluded in this offering memorandum have been subject to rounding adjustments. Accordingly, numericalfigures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

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SUMMARY

This summary highlights selected information about this offering and our business. It does not contain all ofthe information that you should consider before investing in the notes. You should carefully read this entireoffering memorandum, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysisof Financial Condition and Results of Operations of Denali” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations of EMC” and the consolidated financial statements and therelated notes thereto, which are included elsewhere in this offering memorandum, before making an investmentdecision.

As used in this summary, references to “Company,” “we,” “us” and “our” refer to the combined companyafter giving effect to the consummation of the Dell-EMC merger.

Overview

The Dell-EMC merger will create the largest privately-controlled technology company in the United States,branded as Dell Technologies, delivering leading integrated transformational IT solutions across customersegments. We believe that Dell’s and EMC’s highly complementary businesses will provide customers with anexpansive portfolio of integrated IT solutions empowering them to address their rapidly changing IT needs. Thecombination will create a family of complementary and strategically aligned businesses with independentoperations but coordinated strategies and portfolios, providing our customers with a broad range of innovative ITsolutions that addresses the transformational shifts occurring in the IT industry. We believe that our combinedplatform will enable us to maintain and extend our current leadership positions in servers, storage, virtualizationand PCs within the $2.3 trillion overall IT market. We will also be well-positioned to extend our leadership tonext-generation IT solutions, such as converged and hyper-converged infrastructure, cloud platforms, software-defined data centers and security solutions, which incorporate the best technologies and products that Dell andEMC (including VMware) currently offer independently. We believe that uniting Dell’s leadership position inthe mid-market with EMC’s strength with large enterprises will create a powerful go-to-market platform enablingus to sell more products and solutions to an expanded market. As a privately-controlled company, we will havethe ability and flexibility to make long-term R&D investments. For Fiscal 2016, on a pro forma basis after givingeffect to the Transactions, we would have had net revenues of $74.0 billion, adjusted net revenue of $76.9 billion,operating loss of $2.9 billion and Adjusted EBITDA, including cost synergies, of $12.8 billion. See notes 6 and 7under “—Summary Historical and Pro Forma Financial and Other Data of Denali” for a reconciliation ofadjusted net revenue and Adjusted EBITDA, including cost synergies, to the most directly comparable measurepresented in accordance with GAAP.

We believe that the combined company will be well-positioned in the rapidly evolving IT market. Inparticular, we believe that the combined company will continue to be a leader in developing innovativetechnology solutions that will drive innovation and growth within the IT industry by addressing the followingtrends:

• Transforming and modernizing IT infrastructure. Our enterprise customers are increasingly focusedon transforming and modernizing their traditional data center infrastructure by adopting more efficientand responsive products and solutions that optimize their IT operations. This focus on transformationand modernization has also caused a shift in customer demand to next-generation IT architectures andtechnologies such as hybrid cloud solutions, which consist of a mix of on- and off-premise ITinfrastructure. Hybrid cloud solutions combine the economic and strategic benefits of the control andsecurity of on-premise infrastructure with the scalability and flexibility of off-premise cloud platforms.In addition, IT organizations are focusing on software-defined computing, networking, storage andsecurity, which enhance the responsiveness and efficiency of modern data center infrastructure to

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changing operating conditions and business needs. This focus on next-generation IT architectures andtechnologies has also caused a shift in customer demand from building and assembling IT platforms topurchasing cloud-ready scalable integrated IT solutions, such as converged and hyper-convergedinfrastructure, as customers seek to accelerate their digital transformation and enable modern ITenvironments.

• The exponential growth of data. The growth in digital data continues to challenge IT departments asbusinesses seek to store, manage and use such data. Organizations seek to gain a competitive advantagethrough real-time analysis of significant amounts of data to obtain deeper insights into consumerbehavior and market trends. The retention, processing and analysis of such vast quantities of digitaldata necessitate new computing, networking, storage and security resources, which creates significantdemand for innovative data center infrastructure products, services and applications.

• Connecting people anytime, anywhere. IT consumers across customer segments seek to enable andconnect an increasingly mobile workforce from anywhere in the world at any time. This focus onmobility puts significant strain on our customers’ data center infrastructure. Technologies, such ascloud clients, desktop virtualization, enterprise mobile device management tools and thinner and lighterPCs with enhanced security features, aim to enable a highly mobile and interconnected workforce.

• Protecting against evolving security threats. The transformation of traditional data centerinfrastructure and applications to hybrid cloud and software-based solutions, the exponential growth ofdigital data and the emphasis on accessibility and connectivity, including on mobile platforms, as wellas the pervasiveness and increasing sophistication of cyber attacks drive the growing demand for ITsecurity and the need for protection across modern data center infrastructure, networks and endpoints.

Our Businesses

Our family of complementary and strategically aligned businesses will share a common vision and pursuecollective goals, while maintaining flexibility to effectively compete in diverse markets, provide innovative anddifferentiated solutions to our customers that are free from vendor lock-in and preserve customer choice.

• Enterprise Systems Group. We will merge EMC’s Information Storage segment and Dell’s EnterpriseSolutions Group to create our Enterprise Systems Group under the Dell EMC brand. Our EnterpriseSystems Group will enable our enterprise customers’ digital transformation through our trusted hybridcloud and big data solutions which are built upon modern data center infrastructure that incorporateindustry-leading converged infrastructure and storage technologies. Our comprehensive portfolio ofadvanced storage solutions will include traditional storage solutions as well as next-generation storagesolutions (including all-flash arrays, scale out file and object platforms and other solutions). Our serverportfolio will include high-performance rack, blade, tower and hyperscale servers. In addition, thecombination of Dell’s and EMC’s strengths in core server and storage solutions in our EnterpriseSystems Group will enable us to offer leading converged and hyper-converged solutions, which allowour customers to accelerate their IT transformation by buying scalable integrated IT solutions insteadof building and assembling their own IT platforms. Our Enterprise Systems Group will also offerattached software, peripherals and services, including support and deployment, configuration andextended warranty services as well as financing options and services offered by Dell FinancialServices. In 2015, our combined Enterprise Systems Group would have been the #1 external storageprovider with 36% global market share, and the #2 x86 server provider with 21% global market share.In addition, in 2015, our combined Enterprise Systems Group would have been the #1 purpose-builtbackup appliance provider with 62% global market share and the #1 all-flash arrays provider withapproximately 40% global market share. In 2015, EMC was the #1 provider of integrated infrastructuresolutions with 50% global market share, and in the fourth quarter of 2015, the combined EnterpriseSystems Group would have been the #1 cloud IT infrastructure provider with 19% global market share.

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Our Enterprise Systems Group will also include Virtustream and RSA. Virtustream’s cloud softwareand infrastructure-as-a-service solutions enable customers to migrate, run and manage mission-criticalapplications in cloud-based IT environments and represents a critical element of our strategy to helpcustomers move their applications to a cloud-based IT infrastructure. RSA provides cybersecuritycapabilities to help manage an organization’s security and risk profile by providing more effectivedetection and response through enhanced visibility and analytics.

• Client Solutions. Our Client Solutions business will consist of Dell’s Client Solutions Group, whichwill retain the Dell brand. Our Client Solutions offerings include branded hardware, such as desktopPCs, notebooks and tablets, and branded peripherals, such as monitors, printers and projectors, as wellas third-party software and peripherals. Our computing devices are designed with our commercial andconsumer customers’ needs in mind, and we seek to optimize performance, reliability, manageability,design and security. In addition to our traditional PC business, we have a portfolio of end-to-end thinclient offerings that is well-positioned to benefit from the growth trends in cloud computing. Similar toour Enterprise Systems Group, we also offer attached software, peripherals and services, includingsupport and deployment, configuration and extended warranty services as well as financing options andservices offered by Dell Financial Services. Dell has grown its global market share in PCs from 12% in2010 to 15% in the first quarter of 2016, and has gained share in the global PC market year over year in12 consecutive quarters following the announcement of the going-private transaction in February 2013.In addition, in the first quarter of 2016, Dell was also the #1 provider of PCs in the United States with a26% market share. In 2015, Dell was the #1 global provider of PC monitors with a 17% market share.In addition to our Enterprise Systems Group offerings, our Client Solutions offerings are an importantelement of the combined company’s strategy, generating strong cash flow and providing significantopportunities for cross-selling complementary solutions.

• VMware. VMware (NYSE: VMW) is a leader in virtualization, which enables organizations to efficientlymanage IT resources across complex multi-cloud, multi-device environments. VMware has expandedbeyond its core business of compute virtualization to offer a broad portfolio of virtualization technologiesby leveraging synergies across three main product groups: software-defined data center, hybrid cloudcomputing and end-user computing. VMware’s software-defined data center includes the fundamentalcompute layer for the data center (vSphere), storage and availability to offer cost-effective holistic datastorage and protection options (virtual SAN), network and security (VMware NSX) as well asmanagement and automation (vRealize) products. VMware provides offerings, such as VMware vCloudAir, that enable its customers to utilize off-premise vSphere-based hybrid cloud computing capacity.VMware’s end-user computer offerings (such as AirWatch mobile solutions and Horizon application anddesktop virtualization solutions) enables IT organizations to efficiently deliver more secure access toapplications, data and devices for their end users by leveraging VMware’s software-defined data centersolutions to extend virtualization from data centers to devices. In 2014, VMware was the #1 provider ofserver virtualization software with 87% global market share. We believe that VMware has significantgrowth opportunities in storage, networking and security virtualization, as well as management andautomated products for multi-cloud, multi-device environments. VMware is a strategically alignedbusiness and we will own approximately 81% of VMware.

• SecureWorks. SecureWorks (NASDAQ: SCWX) is a leading global provider of intelligence-driveninformation security solutions focused on protecting customers from cyber-attacks to small and mid-sized businesses, large enterprises and U.S. state and local government agencies. SecureWorks’solutions enable organizations to strengthen their cyber defenses to prevent security breaches bydetecting malicious activity in real time, prioritizing and responding rapidly to security breaches andpredicting emerging threats. With over 16 years of operations, SecureWorks has developed proprietarytechnologies, processes and extensive expertise in the information security industry. SecureWorks is astrategically aligned business and we will own approximately 87% of SecureWorks.

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• Emerging Cloud Solutions. Our next-generation cloud platforms include Pivotal and Boomi, which arestrategically aligned businesses. Pivotal is a leading provider of application and data infrastructuresoftware and application development services. We will own (including our indirect interest throughVMware) approximately 81% of Pivotal, while General Electric, Ford and Microsoft, as well as Pivotalemployees, will own the remaining interests. Boomi provides a cloud integration platform enablingcustomers to move, manage and govern data between cloud and on-premises applications. As a leadingintegration platform-as-a-service provider, Boomi helps customers achieve significant cost savings byeliminating the need for traditional middleware, appliances or custom code. We will own 100% ofBoomi.

• Dell Software. Our software business offers systems management, security software and informationmanagement.

The categories of businesses described above are largely representative of the current expected financialreportable segments of the combined company. However, we are still in the process of evaluating theorganization of the combined company and our future reportable segments may ultimately differ after a finaldetermination has been made.

Our businesses will be supported by Dell Financial Services, which offers private label credit financingprograms to qualified commercial and consumer customers, leases and fixed-term financing primarily tocommercial customers, in each case, who are located in the United States, Canada, Europe and Mexico. DellFinancial Services also originates, collects and services customer receivables primarily related to the purchase ofour products. Dell Financial Services provided $3.7 billion of financing to customers for equipment and relatedsoftware and services, including third-party originations, during Fiscal 2016 and had $5.1 billion of financingreceivables, net as of January 29, 2016.

Our Strengths

We believe the following competitive strengths have been instrumental to Dell’s and EMC’s performanceand position the combined company for future success:

Market Leader in Large and Attractive Technology End Markets. The combined company will be a globalleader in our four large core end markets of servers, storage, virtualization and PCs with a combined market sizeof $411 billion in 2015. The combined company’s leadership positions within the $2.3 trillion overall IT marketwill include:

Market Market Share Rank Period

External storage solutions . . . . . . . . . 36% (global) #1 2015x86 servers . . . . . . . . . . . . . . . . . . . . . 21% (global) #2 2015Server virtualization software . . . . . . 87% (global) #1 2014PCs . . . . . . . . . . . . . . . . . . . . . . . . . . . 15% (global) and 26% (U.S.) #3; #1 Q1 2016

Over the last five years, the combined global market share of the top three PC providers (which includes Dell)has increased from 41% to 54%. Since the announcement of the going-private transaction in February 2013, Dellhas consistently grown share in the global PC market year over year in 12 consecutive quarters. We believe ourmarket leading position will allow us to continue to benefit from this general consolidation trend within the PCmarket. In addition, we believe the combined company will benefit from the continued market shift fromtraditional to next-generation storage solutions, in which EMC has a market-leading position.

The combined company is also well-positioned within the high-growth areas of our four core end markets.In the fourth quarter of 2015, the combined company would have had a leading 19% global market share of the

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cloud IT infrastructure market, which is anticipated to grow from $28 billion in 2015 to $48 billion in 2019,representing a CAGR of 14%. In addition, sales of converged and hyper-converged solutions, which are ameaningful part of IT infrastructure sales, are expected to double from $7 billion in 2015 to $14 billion in 2019.We were the leading global provider of converged and hyper-converged solutions in 2015, with 45% globalmarket share. Further, in 2015, our high-growth businesses in virtualization and security solutions outperformedtheir respective markets, with our network virtualization and security platform for the software-defined datacenter growing over 100% year-over-year and SecureWorks achieving approximately 25% year-over-yeargrowth in revenue (as adjusted for the impact of purchase accounting). We believe that our market-leadingpositions in our core end markets and our strong positions in high-growth markets will continue to drive ourgrowth.

Differentiated Business Model Focused on Generating Attractive Pull-Through Opportunities. Ourbusinesses generate attractive pull-through revenue from software, peripherals and services that attach to ourofferings. These attached software, peripherals and services are typically high-margin and often generate up-frontand recurring payments, which have provided us with high revenue visibility and predictability. For example,within our Enterprise Systems Group, at the time of the direct sale of a server to a commercial customer, we alsooffer attached software, peripherals and services, including support and deployment, configuration and extendedwarranty services. In addition, we also offer financing options and services through Dell Financial Services.These attached products and services create significant added value to customers by streamlining the set-upprocess and guaranteeing component compatibility and performance, as well as by providing financingassistance. Dell has a consistently high attach rate, as evidenced by its provision of attached services inapproximately 56% and 64% of its server unit sales in the first quarter of 2015 and 2016, respectively, andapproximately 46% and 45% of its commercial client unit sales in the first quarter of 2015 and 2016,respectively. The combined company’s comprehensive range of core and attached IT software, peripherals andservices will provide a competitive advantage and financial benefit as customers increasingly seek to consolidatetheir vendor base.

Recurring and Diversified Revenue Streams Driving Strong Cash Flow Generation. We have historicallygenerated strong and stable free cash flows due to our recurring and diversified revenue streams, low capitalexpenditure requirements, global supply chain capabilities and efficient cash conversion cycle. During the yearended January 29, 2016, the combined company would have generated over $7.6 billion of Unlevered Free CashFlow (as defined in note 8 under “—Summary Historical and Pro Forma Financial and Other Data of Denali”)after giving pro forma effect to the Transactions. Both Dell and EMC generate high-margin revenue streamsthrough the sale of attached software, peripherals and services, such as Dell’s deferred hardware and softwaremaintenance services that attach to Client Solutions and Enterprise Solutions offerings, Dell’s financing servicesthrough Dell Financial Services, as well as deferred software maintenance and license fees driven by the sale ofEMC offerings and other support services provided by EMC. These attached services also have providedpredictable revenue streams as the average term of an attached services contract is approximately two years andthe fees for such services are often paid up-front. In Fiscal 2016, Dell’s deferred revenue increased 10% ascompared to Fiscal 2015, and Dell’s Client Solutions Group and Enterprise Solutions Group had gross marginsassociated with deferred revenue of approximately 67% and 64%, respectively. In addition, the combinedcompany’s businesses in high-growth areas such as security solutions and cloud platforms generally utilize asubscription model, providing recurring revenue streams and high levels of revenue visibility. The combinedcompany’s revenue base will also be highly diversified, as evidenced by a broad client portfolio that will includeU.S. State governments, G20 governments and Fortune 500 companies. As a result, the combined company willnot be dependent on any one customer, product or service, which increases the stability of cash flows. Inaddition, Dell and EMC both have proven track records of increasing cash flow generation by reducing operatingcosts and realizing operating efficiencies in their businesses. The combined company’s strong operating cashflows, together with its strong working capital management, will position it to reduce debt while enabling it toinvest in operations and R&D and pursue attractive growth opportunities.

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Proven Track Record of Developing and Commercializing Innovative Technologies. The combinedcompany will unite EMC’s and Dell’s strong track records of driving innovation. The combined company willcollectively own over 20,000 patents and patent applications. Dell’s direct distribution business model, whichemphasizes direct communication with customers, provides real-time feedback and allows us to refine andfurther develop our R&D initiatives to focus on products and solutions that are responsive to customer needs.EMC’s strong relationships with its enterprise customers through its direct enterprise sales force and high-touchdedicated account executives with product specialists also provide EMC with insight that has helped to optimizeits R&D investments. In addition to organic R&D investments, the combined company will build on bothcompanies’ proven history of nurturing technology acquisitions into profitable and growing businesses that offerinnovative IT solutions. For example, VMware grew rapidly from revenues of $74 million in 2003 to revenues ofover $1 billion in just five years. More recently, EMC successfully grew XtremIO from a business with minimalrevenues at the time of its acquisition to revenues of over $1 billion in less than four years. We believe that thecombined company’s continued commitment to both organic and inorganic R&D investments, together with theagility and flexibility to make long-term R&D investments afforded by its privately-controlled corporategovernance structure, will allow it to better develop and commercialize innovative technologies and leading ITsolutions.

Experienced Management Team. The combined company will be led by a deep, committed and highlyexperienced management team with significant industry expertise and operating experience in a variety ofeconomic and technology cycles. Upon completion of the Transactions, Michael Dell, Dell’s founder and ChiefExecutive Officer, will lead the combined company as chairman and Chief Executive Officer. In addition, keyexecutives on Michael Dell’s team will include Tom Sweet, our Chief Financial Officer, Marius Haas, ourPresident and Chief Commercial Officer, Rory Read, our Chief Integration Officer, Howard Elias, our President,Global Services and IT, Jeff Clarke, the President of our Client Solutions business, David Goulden, the Presidentof our Enterprise Systems Group, and Rodney Rogers, the Chief Executive Officer of Virtustream. In addition,key executives of our strategically aligned business include Pat Gelsinger, the Chief Executive Officer ofVMware, Rob Mee, the Chief Executive Officer of Pivotal, and Mike Cote, the Chief Executive Officer ofSecureWorks. The senior management team of the combined company will consist of accomplished industryveterans with an average of more than 30 years of industry experience who have a deep understanding ofchanging market trends, consumer needs and innovative technologies and have proven track records of executingupon strategies in a dynamic marketplace to achieve profitable growth. We believe this will give us the ability tocapitalize on the opportunities resulting from market changes, bolstered by a culture and spirit ofentrepreneurship within our family of complementary and strategically aligned businesses.

Our Strategy

We intend to maintain and extend our leading market positions and increase our revenue and profitability bypursuing the following strategies:

Leverage Our Leading Market Positions. We are focused on profitably leveraging our expansive portfolioof market-leading IT products and solutions by:

• Providing a Broad Portfolio of Technology Solutions. The combined company will offer a broad rangeof integrated and innovative IT products and solutions, empowering customers to optimize their IToperations. Our extensive array of IT products and solutions will enable our customers to simplify thepurchasing process, ensure hardware and software compatibility and provide an integrated user supportexperience. We will leverage the combined company’s broad portfolio of industry-leading IT solutionsto capitalize on the market trend towards IT vendor consolidation.

• Offering Complementary Premium and Value Offerings. We will offer a complementary portfolio ofproducts and solutions that meet the diverse needs of our customers across different market segments.

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Dell’s high-quality and scalable products and services designed for the midmarket delivers value atcompelling price points, which complements EMC’s premium offerings of next-generation ITtechnologies and solutions and its high-touch services tailored for large enterprises.

• Developing Transformative IT Solutions. We will offer new and transformative IT solutions that utilizethe best technologies and products from both Dell and EMC to capture a greater share of the growingcustomer IT spend. We will leverage Dell’s compute capabilities, EMC’s leading storage franchise,Virtustream’s next-generation cloud technology and VMware’s virtualization expertise to developinnovative IT solutions (such as converged and hyper-converged infrastructure) that transform andmodernize traditional data center infrastructure to optimize our customers’ IT performance and addresstheir rapidly evolving needs.

• Expanding Our Global Market Share. We are focused on strategically expanding our presence inemerging markets such as China and India. Dell and EMC both have strong brand recognition in manyemerging markets and we aim to continue to expand our sales coverage with respect to both Dell andEMC offerings and invest in localized R&D to capitalize on regional growth trends.

Expand our Go-To-Market Strengths and Cross-Selling Opportunities. We will combine and leverageDell’s and EMC’s go-to-market strengths to drive incremental revenue. Dell’s direct generalist sales forceprimarily targets small businesses and the mid-market while EMC’s high-touch and dedicated account executivesand product specialists have long-standing relationships with large enterprises. We have identified thousands ofEMC customer accounts with minimal Dell presence as well as thousands of Dell customer accounts where EMChas a limited presence, which represent significant revenue opportunities. We also intend to upsell Dell’s PCsand servers to EMC’s customer base and cross-sell EMC’s enterprise storage products and solutions andVMware’s virtualization solutions through Dell’s direct distribution channels and to Dell’s mid-marketcustomers. The Dell sales force has a proven track record of reselling EMC products. Prior to the termination ofthe reselling arrangement as a result of the acquisition by Dell of a similar product, in 2007, Dell had contributedup to 14% of EMC’s annual revenue, with a run-rate of more than $2.0 billion. We intend to build on thishistorical success and effectively execute these cross-selling opportunities to drive revenue growth.

Leverage the Combined Company’s Enhanced Economies of Scale. We intend to capitalize on ourcombined scale to drive profitable growth by leveraging our:

• Aggregated Purchasing Power and Procurement Capabilities. We intend to leverage our global supplychain of local, regional and international suppliers and capitalize on our significant procurement scaleto achieve significant cost savings, which will enable us to continue to offer high-quality products withattractive margins at competitive prices. In 2015, Dell and EMC together spent approximately $44billion on raw materials and manufacturing.

• Global Logistics Platform and Expanded Manufacturing and Distribution Footprint. We intend toleverage our multi-mode logistics platform and expansive manufacturing and distribution network forthe cost- and time-efficient manufacture and delivery of products and parts to our customers locatedacross the world. We will have 25 manufacturing locations, more than 40 distribution andconfiguration centers and approximately 910 parts distribution centers globally.

• Expansive Sales Force and Customer Service Capabilities. We will leverage our combined sales forceof over 40,000 sales professionals to increase our go-to-market opportunities. In addition, our over30,000 full-time customer service and support employees who speak more than 40 languages willprovide on-the-ground customer service across the world. We will also have over 1,800 service centerssupported by more than 10 repair facilities globally.

We believe these factors will enable us to profitably deliver high-quality products at lower costs withcustomer-centric and compelling value proposition.

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Focus on De-Leveraging and Achieving a Corporate Investment Grade Rating. One of our objectives is toreduce indebtedness in the first 18-24 months after the completion of the Dell-EMC merger to achieve andmaintain a corporate investment grade credit rating. The cash necessary to achieve this objective is expected tocome from cash flows from operations, cash generated by reductions in working capital requirements anddivestitures of non-core businesses, such as the Dell Services Transaction. In addition, Dell and EMC haveidentified $550 million and $800 million, respectively, of net structural standalone annual cost savingsopportunities on a run-rate basis, including workforce optimization, pricing optimization and reduction inprocurement costs, which are in the advanced implementation stages. Further, we have identified approximately$2 billion in cost synergies opportunities from the Dell-EMC merger. In addition, EMC has averagedapproximately $3.5 billion of stock repurchases and dividends as a public company annually over the last threeyears, which will no longer be required to be made as a result of the Dell-EMC merger. Dell has demonstrated itsfocus on, and ability to, de-leverage, as evidenced by the pay down as of April 29, 2016 of $5.1 billion ofoutstanding debt since its going-private transaction in October 2013. As a result, Dell successfully obtain