SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

Under Section 13(e) of the Securities Exchange Act of 1934

Amendment No. 5

DELL INC.

(Name of Issuer)

Dell Inc.

Denali Holding Inc.

Denali Intermediate Inc.

Denali Acquiror Inc.

Silver Lake Partners III, L.P.

Silver Lake Technology Associates III, L.P.

SLTA III (GP), L.L.C.

Silver Lake Group, L.L.C.

Silver Lake Partners IV, L.P.

Silver Lake Technology Associates IV, L.P.

SLTA IV (GP), L.L.C.

Silver Lake Technology Investors III, L.P.

Mr. Michael S. Dell

Susan Lieberman Dell Separate Property Trust

MSDC Management, L.P.

MSDC Management (GP), LLC

(Name of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

24702R101

(CUSIP Number of Class of Securities)

Michael S. Dell

c/o Dell Inc.

One Dell Way

Round Rock, Texas 78682

(512) 338-4400

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

CALCULATION OF FILING FEE

Amount Previously Paid: $2,829,910.77

Form or Registration No.: Schedule 14A

Filing Party: Dell Inc.

Date Filed: March 29, 2013

Introduction

This Amendment No. 5 to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits thereto (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Dell Inc., a Delaware corporation (the “Company”) and the issuer of the common stock, par value $0.01 per share (the “Common Stock”) that is subject to the Rule 13e-3 transaction, (ii) Denali Holding Inc., a Delaware corporation (“Parent”), (iii) Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Intermediate”), (iv) Denali Acquiror Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub” and, together with Parent and Intermediate, the “Parent Parties”), (v) Silver Lake Partners III, L.P., a Delaware limited partnership, (vi) Silver Lake Technology Associates III, L.P., a Delaware limited partnership, (vii) SLTA III (GP), L.L.C., a Delaware limited liability company, (viii) Silver Lake Group, L.L.C., a Delaware limited liability company, (ix) Silver Lake Partners IV, L.P., a Delaware limited partnership, (x) Silver Lake Technology Associates IV, L.P., a Delaware limited partnership, (xi) SLTA IV (GP), L.L.C., a Delaware limited liability company, (xii) Silver Lake Technology Investors III, L.P., a Delaware limited partnership, (xiii) Mr. Michael S. Dell, an individual and Chairman and Chief Executive Officer of the Company, (xiv) Susan Lieberman Dell Separate Property Trust (and, together with Mr. Dell, the “MD Investors”), (xv) MSDC Management, L.P., a Delaware limited partnership and (xvi) MSDC Management (GP), LLC, a Delaware limited liability company.

On February 5, 2013, the Company, Parent, Intermediate and Merger Sub entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Intermediate. Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC an amended proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company at which the holders of the Common Stock will be asked to consider and vote on a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement by the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Common Stock entitled to vote thereon and (ii) at least a majority of the outstanding shares of Common Stock entitled to vote thereon held by stockholders other than the Parent Parties, Michael S. Dell and certain of his related family trusts, any other officers and directors of the Company and any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary are conditions to the consummation of the Merger. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement.

Under the terms of the Merger Agreement, at the effective time of the Merger, each share of Common Stock outstanding immediately prior to the effective time of the Merger (other than certain excluded shares and shares held by any of the Company’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive $13.65 in cash, without interest (the “Merger Consideration”), less any applicable withholding taxes, whereupon all such shares will be automatically canceled upon the conversion thereof and will cease to exist, and the holders of such shares will cease to have any rights with respect thereto other than the right to receive the Merger Consideration. Shares of Common Stock held by any of the Parent Parties (including the shares held by Michael S. Dell and certain of his related family trusts, which shares will be contributed to Parent prior to the Merger) and by the Company or any wholly-owned subsidiary of the Company will not be entitled to receive the Merger Consideration.

Except as otherwise agreed to in writing prior to the effective time of the Merger by Parent and a holder of an option to purchase shares of Common Stock (each, a “Company Stock Option”), each Company Stock Option granted under the Company’s stock plans other than the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan (the “2002 Plan”) and the Dell Inc. 2012 Long-Term Incentive Plan (the “2012 Plan”), whether vested or unvested and whether with an exercise price per share that is greater or less than or equal to $13.65, that is outstanding immediately prior to the effective time of the Merger, will be canceled and converted into the right

to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to such Company Stock Option and (ii) the excess, if any, of $13.65 over the exercise price per share of Common Stock subject to such Company Stock Option, less such amounts as are required to be withheld or deducted under applicable tax provisions. Parent has indicated to the Company that it intends to request, pursuant to the Merger Agreement, that the Company, before the completion of the Merger, commence a tender offer (the “option tender offer”) to purchase for cash, at prices to be determined by Parent, each tendered Company Stock Option granted under the 2002 Plan and the 2012 Plan, whether vested or unvested and whether with an exercise price per share that is greater or less than or equal to $13.65, that is outstanding immediately prior to the effective time of the Merger. Subject to the terms and conditions of the option tender offer, which conditions would include the consummation of the merger, each such Company Stock Option that is validly tendered and not withdrawn by the holder thereof would be canceled in exchange for the applicable cash payment promptly after the completion of the Merger. Also in accordance with the Merger Agreement, Company Stock Options granted under the 2002 Plan and the 2012 Plan that are outstanding immediately prior to the effective time of the Merger and not accepted for cancellation and payment in the option tender offer would be converted at the effective time of the Merger into options to purchase, on substantially the same terms and conditions (including vesting conditions) applicable to such Company Stock Option immediately prior to the effective time of the Merger, shares of Parent common stock. Notwithstanding the provisions of the Merger Agreement, Mr. Dell would not participate in the option tender offer and his Company Stock Options will be canceled for no consideration in connection with the Merger.

Except as otherwise agreed to in writing prior to the effective time of the merger by Parent and a holder of an award of restricted stock units with respect to shares of Common Stock (each a “Company RSU Award”) with respect to any of such holder’s Company RSU Awards, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the effective time of the Merger, will be canceled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to such Company RSU Award multiplied by (ii) $13.65, less such amounts as are required to be withheld or deducted under applicable tax provisions, subject to the recipient remaining in service until the vesting date applicable with respect to such awards. For purposes of unvested Company RSU Awards, any performance-based vesting condition will be treated as having been attained at the “target” level, and awards that are subject to performance-based vesting conditions will be deemed to vest ratably on the last day of each fiscal year during the portion of the performance period applicable to such awards that occurs following the effective time of the merger. In addition, holders of Company RSU Awards will receive any additional amounts related to dividend equivalents credited with respect to such Company RSU Awards prior to the effective time. Notwithstanding the provisions of the Merger Agreement, Mr. Dell’s unvested performance-based Company RSU Awards will be canceled and converted into a right to receive a cash amount as described above; however such cash amount will vest and pay out upon the Company RSU Awards’ original vesting and payout dates.

Except as otherwise agreed to in writing prior to the effective time of the merger by Parent and a holder of any restricted shares of Common Stock (each a “Company Restricted Share”) with respect to any of such holder’s Company Restricted Shares, each Company Restricted Share that is outstanding immediately prior to the effective time of the Merger, will be canceled and converted into the right to receive an amount in cash equal to $13.65 less such amounts as are required to be withheld or deducted under applicable tax provisions. In addition, each holder of Company Restricted Shares will remain entitled to receive any additional amounts related to dividends payable on such Company Restricted Shares prior to the effective time but which remain subject to the vesting of the Company Restricted Shares. Payment in respect of Company Restricted Shares (including associated amounts related to dividends) will be made on such date(s) as the Company Restricted Shares would have otherwise vested, but only if the holder of such Company Restricted Shares remains continuously employed with the surviving corporation through such vesting dates.

As of May 16, 2013, Mr. Dell and certain of his related family trusts beneficially owned, in the aggregate, 274,434,319 shares of Common Stock (including (i) 1,101,948 shares subject to Company stock options exercisable within 60 days and (ii) 33,186 shares held in Mr. Dell’s 401(k) plan), or approximately 15.6% of the total number of outstanding shares of Common Stock, and have agreed with Parent to contribute to Parent, immediately prior to the consummation of the merger, 273,299,383 shares in exchange for common stock of Parent.

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The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated by reference herein in its entirety, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

Item 2. Subject Company Information

(a) Name and Address. The Company’s name, and the address and telephone number of its principal executive offices are as follows:

DELL INC.

One Dell Way

Round Rock, Texas 78682

(512) 338-4400

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING—Record Date and Quorum”

“IMPORTANT INFORMATION REGARDING DELL—Security Ownership of Certain Beneficial Owners and Management”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING DELL—Market Price of the Company’s Common Stock and Dividend Information”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“THE MERGER AGREEMENT—Conduct of the Business Pending the Merger”

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“IMPORTANT INFORMATION REGARDING DELL—Market Price of the Company’s Common Stock and Dividend Information”

(e) Prior Public Offerings. Not Applicable.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING DELL—Transactions in Common Stock”

Item 3. Identity and Background of Filing Person

(a) Name and Address. Dell Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“THE PARTIES TO THE MERGER”

“IMPORTANT INFORMATION REGARDING DELL”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES, THE SLP FILING PERSONS, THE MD FILING PERSONS AND THE MSDC FILING PERSONS”

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE PARTIES TO THE MERGER”

“IMPORTANT INFORMATION REGARDING DELL—Company Background”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES, THE SLP FILING PERSONS, THE MD FILING PERSONS AND THE MSDC FILING PERSONS”

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES, THE SLP FILING PERSONS, THE MD FILING PERSONS AND THE MSDC FILING PERSONS”

Item 4. Terms of the Transaction

(a) Material Terms.

(1) Tender Offers. Not applicable.

(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

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“SPECIAL FACTORS—Plans for the Company After the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS—Anticipated Accounting Treatment of the Merger”

“SPECIAL FACTORS—Payment of Merger Consideration and Surrender of Stock Certificates”

“THE SPECIAL MEETING—Required Vote”

“THE MERGER AGREEMENT—Effect of the Merger on the Common Stock”

“THE MERGER AGREEMENT—Treatment of Company Stock Options, Company RSU Awards and Company Restricted Shares”

“THE MERGER AGREEMENT—Payment for the Common Stock in the Merger”

“THE MERGER AGREEMENT—Conditions to the Merger”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Limited Guarantees”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Voting Agreement”

“THE MERGER AGREEMENT—Effect of the Merger on the Common Stock”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“RIGHTS OF APPRAISAL”

ANNEX D—SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PROVISIONS FOR UNAFFILIATED STOCKHOLDERS”

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Financing for the Merger”

“SPECIAL FACTORS—Limited Guarantees”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Voting Agreement”

“THE MERGER AGREEMENT”

“IMPORTANT INFORMATION REGARDING DELL—Transactions between the SLP Filing Persons and

Executive Officers of the Company”

ANNEX A—AGREEMENT AND PLAN OF MERGER

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(b)—(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Position of the MD Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Financing for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Voting Agreement”

“THE SPECIAL MEETING—Required Vote”

“THE MERGER AGREEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

Item 6. Purposes of the Transaction, and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Payment of Merger Consideration and Surrender of Stock Certificates”

“THE MERGER AGREEMENT—Effect of the Merger on the Common Stock”

“THE MERGER AGREEMENT—Treatment of Company Stock Options, Company RSU Awards and Company restricted shares”

ANNEX A—AGREEMENT AND PLAN OF MERGER

(c)(1)—(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

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“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Position of the MD Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filings Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

“SPECIAL FACTORS—Plans for the Company After the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Financing for the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT—Structure of the Merger”

“THE MERGER AGREEMENT—Effect of the Merger on the Common Stock”

“THE MERGER AGREEMENT—Treatment of Company Stock Options, Company RSU Awards and Company Restricted Shares”

ANNEX A—AGREEMENT AND PLAN OF MERGER

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Parties and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

“SPECIAL FACTORS—Plans for the Company After the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Plans for the Company After the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Position of the MD Filing Persons as to Fairness of the Merger”

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“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

“SPECIAL FACTORS—Plans for the Company After the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

“SPECIAL FACTORS—Plans for the Company After the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Financing for the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS—Fees and Expenses”

“THE MERGER AGREEMENT—Structure of the Merger”

“THE MERGER AGREEMENT—Effect of the Merger on the Common Stock”

“THE MERGER AGREEMENT—Treatment of Company Stock Options, Company RSU Awards and Company Restricted Shares”

“APPRAISAL RIGHTS”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX D—SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

Item 8. Fairness of the Transaction

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Opinion of J.P. Morgan Securities LLC”

“SPECIAL FACTORS—Opinion of Evercore Group L.L.C.”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Position of the MD Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

ANNEX B—OPINION OF J.P. MORGAN SECURITIES LLC

ANNEX C—OPINION OF EVERCORE GROUP L.L.C.

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The presentations and discussion materials dated February 4, 2013, January 18, 2013, January 15, 2013, December 22, 2012, December 6, 2012, December 5, 2012, October 27, 2012, October 18, 2012, October 9, 2012, October 2, 2012, September 23, 2012, September 21, 2012 and September 14, 2012, each prepared by J.P. Morgan Securities LLC and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(5), (c)(8), (c)(11), (c)(14), (c)(16), (c)(18), (c)(20) through (c)(22) and (c)(25) through (c)(29) and are incorporated by reference herein. J.P. Morgan Securities LLC has consented to the inclusion of its presentations to the Board of Directors and the Special Committee of the Company as exhibits hereto.

The presentations dated February 4, 2013, January 18, 2013 and January 15, 2013, each prepared by Evercore Group L.L.C. and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(4), (c)(7), (c)(10) and (c)(13) and are incorporated by reference herein. Evercore Group L.L.C. has consented to the inclusion of its presentations to the Board of Directors and the Special Committee of the Company as exhibits hereto.

The discussion materials dated October 18, 2012 and October 10, 2012, each prepared by Goldman, Sachs & Co. and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(23) and (c)(24) and are incorporated by reference herein.

The presentations dated February 4, 2013, January 18, 2013, January 15, 2013, January 2, 2013, December 6, 2012 and December 5, 2012, each prepared by The Boston Consulting Group and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(3), (c)(6), (c)(9), (c)(12), (c)(15), (c)(17) and (c)(19) and are incorporated by reference herein.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

“THE SPECIAL MEETING—Record Date and Quorum”

“THE SPECIAL MEETING—Required Vote”

“THE MERGER AGREEMENT—Conditions to the Merger”

ANNEX A—AGREEMENT AND PLAN OF MERGER

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“PROVISIONS FOR UNAFFILIATED STOCKHOLDERS”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

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“SPECIAL FACTORS—Position of the MD Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Interest of the Company’s Directors and Executive Officers in the Merger”

“THE SPECIAL MEETING—Recommendation of our Board of Directors and Special Committee”

(f) Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)—(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Opinion of J.P. Morgan Securities LLC”

“SPECIAL FACTORS—Opinion of Evercore Group L.L.C.”

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

ANNEX B—OPINION OF J.P. MORGAN SECURITIES LLC

ANNEX C—OPINION OF EVERCORE GROUP L.L.C.

The presentations and discussion materials dated February 4, 2013, January 18, 2013, January 15, 2013, December 22, 2012, December 6, 2012, December 5, 2012, October 27, 2012, October 18, 2012, October 9, 2012, October 2, 2012, September 23, 2012, September 21, 2012 and September 14, 2012, each prepared by J.P. Morgan Securities LLC and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(5), (c)(8), (c)(11), (c)(14), (c)(16), (c)(18), (c)(20) through (c)(22) and (c)(25) through (c)(29) and are incorporated by reference herein. J.P. Morgan Securities LLC has consented to the inclusion of its presentations to the Board of Directors and the Special Committee of the Company as exhibits hereto.

The presentations dated February 4, 2013, January 18, 2013 and January 15, 2013, each prepared by Evercore Group L.L.C. and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(4), (c)(7), (c)(10) and (c)(13) and are incorporated by reference herein. Evercore Group L.L.C. has consented to the inclusion of its presentations to the Board of Directors and the Special Committee of the Company as exhibits hereto.

The discussion materials dated October 18, 2012 and October 10, 2012, each prepared by Goldman, Sachs & Co. and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(23) and (c)(24) and are incorporated by reference herein.

The presentations dated February 4, 2013, January 18, 2013, January 15, 2013, January 2, 2013, December 6, 2012 and December 5, 2012, each prepared by The Boston Consulting Group and reviewed by the Board of Directors or the Special Committee of the Company, as applicable, are attached hereto as Exhibits (c)(3), (c)(6), (c)(9), (c)(12), (c)(15), (c)(17) and (c)(19) and are incorporated by reference herein.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Common Stock or any representative who has been so designated in writing.

10

Item 10. Source and Amounts of Funds or Other Consideration

(a)—(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing for the Merger”

“SPECIAL FACTORS—Limited Guarantees”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger—Rollover Arrangements”

“THE MERGER AGREEMENT—Other Covenants and Agreements—Financing”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Fees and Expenses”

“THE MERGER AGREEMENT—Termination Fees; Reimbursement of Expenses”

“THE MERGER AGREEMENT—Expenses”

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“IMPORTANT INFORMATION REGARDING DELL—Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING DELL—Transactions in Common Stock”

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Position of the MD Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

“SPECIAL FACTORS—Voting Agreement”

“THE SPECIAL MEETING—Required Vote”

11

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Position of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Position of the MD Filing Persons as to Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties, the SLP Filing Persons and the MSDC Filing Persons for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the MD Filing Persons for the Merger”

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING DELL—Selected Summary Historical Consolidated Financial Data”

“IMPORTANT INFORMATION REGARDING DELL—Ratio of Earnings to Fixed Charges”

“IMPORTANT INFORMATION REGARDING DELL—Book Value Per Share”

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)—(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS—Fees and Expenses”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“THE SPECIAL MEETING—Solicitation of Proxies”

“THE SPECIAL MEETING—Additional Assistance”

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Advisory Vote on Specified Compensation”

“THE MERGER AGREEMENT—Treatment of Company Stock Options, Company RSU Awards and Company restricted shares”

(c) Other Material Information. The entirety of the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

12

Item 16. Exhibits

13

14

15

16

17

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of May 20, 2013

18

19

20

Exhibit (c) (4)

Confidential

PROJECT DENALI

Presentation to the Board of Directors

February 4, 2013

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information has been filed separately with the Securities and Exchange Commission (the “SEC”).

Evercore Partners

Confidential

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors (the “Committee”) and the Board of Directors (the “Board”) of Denali Inc. (the “Company”) to whom such materials are directly addressed and delivered. These materials are based on information provided by or on behalf of the Committee and Board and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/or other third parties or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management or third parties (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and use of the Committee and Board.

These materials were compiled on a confidential basis for use by the Committee and Board in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.

EVERCORE PARTNERS

Table of Contents

Confidential

Transaction and Process Summary

Denali Financial Projections

Valuation Analyses

Section

I

II

III

Evercore Partners

Confidential

I. Transaction and Process Summary

Evercore Partners

Overview

Confidential

The Special Committee has asked Evercore whether, in our opinion, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock entitled to receive such Merger Consideration

This presentation contains a summary of certain analyses that, among other things, Evercore has performed in connection with rendering our opinion:

- Trading Multiple Analysis

- Present Value of Future Stock Price Analysis

- Leveraged Buy-out Analysis

- Share Buyback Analysis

- Premiums Paid Analysis

Evercore has also performed certain supplemental analyses including:

- Discounted Cash Flow Analysis

- Analyst Price Target Analysis

- Historical Trading Range Analysis

The following presentation and financial analyses included herein are based on the following financial projections:

- The Boston Consulting Group, Inc.’s (“BCG”) projections prepared at the direction of the Special Committee (the “BCG Case”)

- In addition, Evercore has reviewed certain productivity gains identified by Management and has analyzed a case that reflects 25% to 75% of such productivity cost take-outs as incremental benefits to the BCG Case (the “Productivity Case”)

Since BCG Case projections were only available through EBIT, Evercore applied certain working capital and cash flow assumptions from the 9/21 Case to the BCG Case to arrive at net income and free cash flow for the BCG and Productivity Cases. Denali Management agrees that the drivers of the key working capital elements are consistent with the drivers that were used in the 9/21 Case

- Denali Management’s projections from September 21, 2012 (the “9/21 Case”), adjusted with updated information as provided by Denali Management

- Currently available projections of 10 Wall Street research analysts through FY15E which were extrapolated to FY18E by keeping revenue growth and margins constant (“Street Median”)

Within the set of Wall Street analyst projections, the lowest projections came from Citigroup Inc. as of 11/16/12 (“Street Low”), while the highest projections were from Bank of America Corporation as of 11/15/12 (“Street High”)

We have applied certain working capital and cash flow assumptions from the 9/21 Case to the Wall Street projections to arrive at net income and free cash flow for the Street Median Case. Denali Management agrees that the drivers of the key working capital elements are consistent with the drivers that were used in the 9/21 Case

Note: All capitalized terms within this document not expressly defined have the meaning as set forth in the Merger Agreement

Evercore Partners

1

Summary of Current Proposal

Confidential

Transaction Value and Implied Premiums Analysis

Transaction Valuation

($ in billions, except for per share amounts)

Offer Price per Share

$13.65

Implied Equity Value

$24.1

Plus: Debt (01/31/13E) (1)

9.2

Less: Cash (01/31/13E) (1)

(14.9)

Implied Enterprise Value

$18.4

Premium Analysis

Closing Prices

Average Prices

TEV

Premium to Unaffected Date:

Close

Premium

Average

Premium

Premium (2)

Unaffected Price (3)

$10.88

25.5%

-

-

36.5%

1 Week Prior

10.97

24.4%

$10.94

24.8%

34.9%

2 Week Prior

9.97

36.9%

10.74

27.1%

55.1%

1 Month Prior

10.67

27.9%

10.57

29.2%

40.4%

3 Months Prior

9.35

46.0%

9.94

37.3%

70.9%

6 Months Prior

12.32

10.8%

10.54

29.5%

14.7%

1 Year Prior

15.94

(14.4%)

13.01

4.9%

(18.2%)

2 Years Prior

14.39

(5.1%)

14.14

(3.5%)

(6.7%)

52 Week High - at Closing

18.32

(25.5%)

52 Week Low - at Closing

8.86

54.1%

Implied Transaction Multiples

Management

BCG

Productivity Case

Wall Street Research

BoD Preliminary (5)

9/21 Case (4)

BCG

25%

75%

Low

Street Median

High

Enterprise Value To:

FY 2013E EBITDA

4.1 x

4.1 x

4.2 x

4.2 x

4.2 x

4.1 x

4.1 x

4.1 x

FY 2014E EBITDA

3.9

4.3

4.7

4.6

4.4

4.7

4.4

4.3

FY 2015E EBITDA

3.4

-

4.7

4.3

3.6

5.0

4.7

4.1

Equity Value To:

FY 2013E Net Income

8.1 x

8.1 x

8.4 x

8.4 x

8.4 x

8.1 x

8.1 x

8.1 x

FY 2014E Net Income

8.0

8.9

9.7

9.4

8.9

9.1

8.9

8.2

FY 2015E Net Income

6.6

-

9.9

8.7

7.0

9.6

9.2

7.6

FY 2013E CFFO - Capex

10.5 x

-

13.6 x

13.6 x

13.6 x

14.1 x

15.4 x

14.6 x

FY 2014E CFFO - Capex

7.6

-

10.4

10.1

9.6

14.9

11.9

10.0

FY 2015E CFFO - Capex

6.7

-

10.5

9.2

7.5

19.0

13.3

9.3

Note: EBITDA includes stock-based compensation expense; EBITDA and Net Income exclude the impact of one-time charges; Denali fiscal year closes on January 31st

(1) As per 9/21 Case

(2) TEV calculated assuming net debt position and projected share count and in-the-money options as of end of Q2FY14

(3) Throughout this presentation, the Unaffected Price represents the closing price of Denali’s shares on 01/11/13 (the Unaffected Date), the day prior to media rumors of a potential transaction

(4) FY13 EBITDA and Net Income provided by Denali Management on 02/01/13. FY14 EBITDA and Net Income based on Denali Management’s FY14 Internal Plan. Assumes FDSO as provided in 9/21 Case

(5) FY13 figures provided by Denali Management on 02/01/13; FY14 figures from Preliminary Proposed Board Plan for FY14 provided by Denali Management on 01/18/13. Assumes FDSO as provided in 9/21 Case

Source: Denali Management, BCG, FactSet, Wall Street Research

Evercore Partners

2

Summary of Current Proposal (cont’d)

Confidential

($ in billions, except per share amounts)

Illustrative Sources & Uses

Sources of Funds (7/31/13)

Rollover Existing IG Notes

$4.0

Structured Financing Debt

2.7

New CLO

1.5

Term Loan B

4.0

First Lien Notes

2.0

Second Lien Notes

1.3

Total Debt

$15.4

Mallord Preferred

2.0

MSD Roll at $13.36

3.7

MSD New Equity

0.5

MSDC New Equity

0.3

Sponsor Equity

1.5

Total Equity

$5.9

Total Sources

$23.3

Pro Forma Cash Balance

$5.3

Pro Forma Debt Balance

15.0

Uses of Funds (7/31/13)

Purchase Equity

$24.0

Estimated BS Cash at Close

(13.5)

Restricted Cash

1.8

Cash Needed for WC at Close

3.2

Excess Cash Left on the BS

0.3

Existing IG Notes

5.4

Existing Structured Fin. Debt

1.4

Existing Commercial Paper

0.1

Deal Fees and Expenses

0.6

Total Uses

$23.3

Pro Forma Credit Ratios at Closing (LTM)

Case

Productivity

Street Median

9/21

BCG

At 25%

At 75%

Debt / EBITDA

3.7x

4.1x

4.0x

4.0x

4.0x

Net Debt / EBITDA

2.5x

2.8x

2.8x

2.7x

2.7x

S&P Adj. Debt / EBITDA (1)

3.2x

3.6x

3.6x

3.5x

3.5x

4.5-Year IRR

4.5-Year MOIC

Sponsor

MSD

Sponsor

MSD

9/21 Case

Exit at 4.0x EBITDA

38.1%

43.3%

4.3x

5.1x

Exit at 5.0x EBITDA

44.6%

50.1%

5.3x

6.2x

BCG Case

Exit at 4.0x EBITDA

12.6%

16.9%

1.7x

2.0x

Exit at 5.0x EBITDA

20.2%

24.8%

2.3x

2.7x

Productivity Case - 25.0% Cost Take-Out

Exit at 4.0x EBITDA

23.3%

27.9%

2.6x

3.0x

Exit at 5.0x EBITDA

30.2%

35.1%

3.3x

3.9x

Productivity Case - 75.0% Cost Take-Out

Exit at 4.0x EBITDA

38.1%

43.4%

4.3x

5.1x

Exit at 5.0x EBITDA

44.7%

50.1%

5.3x

6.2x

Street Median

Exit at 4.0x EBITDA

14.8%

19.2%

1.9x

2.2x

Exit at 5.0x EBITDA

22.3%

27.0%

2.5x

2.9x

Illustrative IRR and MOIC

(1) S&P adjusted multiples exclude Denali Financial Services debt and EBITDA from Denali Financial Services and operating leases

Source: Denali Management, BCG, FactSet, Wall Street Research

Evercore Partners

3

History of Bid Proposals

Confidential

Progression of Bids

Purchase Price Plus Expected Dividends Through Closing

$14.00

$13.00

$12.00

$11.00

$10.00

Expected Dividends

Purchase Price

Unaffected Price

$11.85

$12.86

$13.06

$13.41

$13.76

$13.60

$13.68

$13.76

$13.75

$13.81

$11.69

$12.70

$12.90

$13.25

$13.60

$13.60

$13.60

$13.60

$13.75

$13.65

First Round Bid Midpoint (10/23/12)

Second Round Bid (12/04/12)

Revised Offer (01/15/13)

Revised Offer (01/19/13)

Committee Interpretation

Salamander Interpretation

Revised Offer (02/01/13)

Revised Offer Alternative 1 (02/03/13)

Revised Offer Alternative 2 (02/03/13)

Current Offer (02/04/13)

Revised Offer (01/24/13)

Adjusted Price % Premium to Unaffected Price

7.4% 16.7% 18.6% 21.8% 25.0% 25.0% 25.0% 25.0% 26.4% 25.5%

Adjusted Price % Premium to Unaffected TEV of $13.5Bn (1)

10.7% 24.0% 26.6% 31.2% 35.8% 35.8% 35.8% 35.8% 37.8% 36.5%

Note: TEVs based on balance sheet as the unaffected date (01/11/13). Assumes two dividend payments (in the amount of $0.08 per share per quarter) for all the proposals with expected dividends, except for the 02/01/13 Revised Offer, which assumes one dividend payment ($0.08 per share)

(1) TEV at each offer price calculated assuming projected share count and in-the-money options as of end of Q2FY14

Evercore Partners

4

Denali’s Historical Share Price Performance

Confidential

Share Price

$20.00

$15.00

$10.00

$5.00

5/17/11 –1Q12 EPS of $0.55 (beating consensus of $0.43) and revenue of $15.0bn (missing consensus of $15.4bn)

2/21/12 –4Q12 EPS of $0.51 (missing consensus of $0.52) and revenue of $16.0bn (slightly above consensus)

4/2/12 –~$1bn acquisition of Wyse

3/13/12 – $1.2bn acquisition of SonicWALL

5/22/12 –1Q13 EPS of $0.43 (missing consensus of $0.46) and revenue of $14.4bn (missing consensus of $14.9bn)

8/21/12 –2Q13 EPS of $0.50 (beating consensus of $0.45) and revenue of $14.5bn (missing consensus of $14.6bn)

1/14/13 – Stock price closes at $12.29, up 13% on rumor of potential transaction

Offer Price: $13.65

Unaffected Price: $10.88

8/16/11 –2Q12 EPS of $0.54 (beating consensus of $0.49) and revenue of $15.7bn (slightly missing consensus)

11/15/11 –3Q12 EPS of $0.54 (beating consensus of $0.45) and revenue of $15.4bn (missing consensus of $16.2bn)

7/2/12 –$2.4bn acquisition of Quest Software

11/15/12 – 3Q13 EPS of $0.39 (missing consensus of $0.48) and revenue of $13.7bn (missing consensus of $14.9bn)

250

200

150

100

50

0

Volume (in millions)

Feb-11

May-11

Aug-11

Nov-11

Feb-12

May-12

Aug-12

Nov-12

Feb-13

Note: All prices as of close

Source: FactSet, Company filings

Evercore Partners

5

Summary of Certain Proposed Terms

Confidential

Valuation / Consideration

Transaction Structure

Financing

Certain Conditions to Closing

Cash Transfer

Founder Voting Obligations

Description

Salamander to acquire the common stock of Denali (“Denali” or the “Company”) for $13.65 in cash per share of common stock

Salamander has entered into an agreement with certain holders of shares of common stock who would contribute their shares to Salamander in exchange for equity interest in Salamander (“Holders of Rollover Shares”)

Salamander forms two new Delaware corporations: Merger Sub and Intermediate (both wholly owned subsidiaries of Salamander)

Merger Sub merges into Denali with Denali surviving as a wholly owned subsidiary of Intermediate

Denali shareholders (other than treasury shares, shares held by Salamander (including rollover shares) and dissenting shares) receive cash consideration in exchange for their shares of Denali common stock

Salamander has provided Denali with copies of the executed Equity Financing Commitments, Rollover Commitment Agreement, and Debt Financing Commitment, collectively, the “Financing”, which provides Salamander with sufficient cash proceeds to pay the Merger Consideration, satisfy and retire any repaid debt, and pay any fees and expenses due by Salamander

Salamander is not permitted to reduce the total amount of Financing prior to the Closing Date

Affirmative vote in favor of the transaction from a majority of the stockholders who have not agreed to rollover their shares

Absence of a “Company Material Adverse Effect”, defined as any fact, circumstance, change, event, occurrence or effect that has a material adverse effect on the financial condition, business, properties, assets or results of operations of the Company and its Subsidiaries taken as a whole

Denali to use reasonable best efforts to liquidate its marketable securities and, prior to closing, transfer an amount of available cash to Denali (in a tax and cost efficient manner) of no less than $7.4 billion

Certain stockholders (including MSD) have agreed, among other things, to:

Vote, unless the Denali board has made a change in recommendation, in favor of the adoption of the merger agreement and related actions and against any action that would reasonably be expected to contravene or adversely affect the merger, the merger agreement or the transactions contemplated therein;

Vote, in the event that the merger agreement is terminated in connection with Denali accepting a superior proposal, in favor of such superior proposal in the same proportion as the unaffiliated shares are voted in favor of the adoption of the merger agreement and if recommended by Denali board action, in such proportion on any matter regarding the superior proposal;

Vote, in the event of a Denali board change in recommendation, in favor of adoption of the merger agreement in the same proportion as the unaffiliated shares are voted in favor of the adoption of the merger agreement; and

Explore in good faith the possibility of working with persons regarding an acquisition proposal and inform the Company promptly of any acquisition proposals.

Note: Summary based on draft Agreement and Plan of Merger dated [02/03/13]. All capitalized terms within this document not expressly defined have the meaning as set forth in the Merger Agreement

Evercore Partners

6

Summary of Certain Proposed Terms (cont’d)

Confidential

Go-Shop

Superior Proposal

Termination Fees

Description

45-day go-shop period

Salamander has a single match right with 4 business days right to match an acquisition proposal

“Superior Proposal” means a merger of Denali or acquisition of 50% or more of the assets, consolidated revenues or income or voting stock of Denali (not including an extraordinary dividend or share repurchase) in which the Denali board has determined in its good faith judgment (after consultation with outside legal counsel and its financial advisor) is more favorable to Denali stockholders than the proposed merger

Denali will pay a termination fee of $[180] million if the agreement is terminated (i) by Denali to enter into an alternative agreement with respect to a superior proposal with a “go-shop” party or (ii) by Salamander if Denali board changes its recommendation in response to an alternative acquisition proposal made by a “go-shop party

Denali will pay a termination fee of $[450] million under certain circumstances including if the agreement is terminated:

- by Denali, to enter into an alternative agreement (not with a go-shop party) with respect to a superior proposal;

- by Salamander, if Denali board changes its recommendation not in response to an alternative acquisition proposal made by a

“go-shop” party;

- by (x) Salamander, if Denali materially breaches its reps/warranties/covenants resulting in a failure of its closing condition, (y) either party if the merger doesn’t occur by the outside date and Salamander would have been entitled to terminate per the prior clause (x), or (z) either party as a result of the failure to obtain stockholder approvals at the meeting and, in each case, an acquisition proposal was made [prior to termination]

Salamander to pay a cash shortfall fee of $250 million if the agreement is terminated by Salamander if (i) the rollover contributions fail to qualify as a Section 351 exchange or there has occurred a legal impediment or charge related to the cash transfer or (ii) the amount of cash on hand is less than $7.4 billion solely as a result of a legal impediment or charge

Salamander to pay a reverse termination fee of $750 million if the agreement is terminated by (i) Denali, if Salamander materially breaches its reps/warranties/covenants resulting in a failure of its closing condition (i.e., failure to close given inability to obtain debt financing) or if Salamander fails to close upon satisfaction of closing conditions or (ii) either party if the merger doesn’t occur by the outside date and Denali would have been entitled to terminate because Salamander failed to close upon satisfaction of closing conditions (i.e., failure to close given inability to obtain debt financing)

Denali to pay expense reimbursement of up to $15 million if either party terminates as a result of failure to obtain stockholder approvals at the meeting

Note: Summary based on draft Agreement and Plan of Merger dated [02/03/13]. All capitalized terms within this document not expressly defined have the meaning as set forth in the Merger Agreement

Evercore Partners

7

Confidential

II. Denali Financial Projections

Evercore Partners

Denali Financial Projections

Confidential

($ in billions, except per share amounts)

Act.

9/21 Case (1)

BCG Case

25.0% Productivity Case

75.0% Productivity Case

Street Median

FY12

FY13

FY14

FY15

FY16

FY17

FY13

FY14

FY15

FY16

FY17

FY13

FY14

FY15

FY16

FY17

FY13

FY14

FY15

FY16

FY17

FY13

FY14

FY15

Revenue

$62.1

$56.7

$59.9

$63.2

$66.6

$68.0

$56.8

$56.4

$55.5

$55.1

$54.3

$56.8

$56.4

$55.5

$55.1

$54.3

$56.8

$56.4

$55.5

$55.1

$54.3

$56.7

$55.2

$54.8

% growth

0.9%

(8.6%)

5.6%

5.6%

5.3%

2.2%

(8.4%)

(0.7%)

(1.7%)

(0.8%)

(1.3%)

(8.4%)

(0.7%)

(1.7%)

(0.8%)

(1.3%)

(8.4%)

(0.7%)

(1.7%)

(0.8%)

(1.3%)

(8.6%)

(2.7%)

(0.6%)

FY13-17 CAGR

4.6%

(1.1%)

(1.1%)

(1.1%)

EBITDA (2)

$5.7

$4.4

$4.7

$5.4

$5.9

$6.0

$4.4

$3.9

$3.9

$3.8

$3.6

$4.4

$4.0

$4.3

$4.6

$4.4

$4.4

$4.2

$5.1

$6.3

$6.1

$4.5

$4.1

$3.9

% margin

9.2%

7.8%

7.8%

8.6%

8.8%

8.8%

7.7%

7.0%

7.0%

6.8%

6.6%

7.7%

7.1%

7.7%

8.4%

8.1%

7.7%

7.4%

9.2%

11.4%

11.2%

7.9%

7.5%

7.1%

FY13-17 CAGR

7.8%

(5.0%)

0.1%

8.5%

EBITA (2)

$5.1

$3.9

$4.1

$4.9

$5.3

$5.4

$3.9

$3.4

$3.3

$3.2

$3.0

$3.9

$3.4

$3.7

$4.0

$3.8

$3.9

$3.6

$4.5

$5.7

$5.5

$3.9

$3.6

$3.5

% margin

8.3%

6.9%

6.8%

7.7%

7.9%

7.9%

6.8%

5.9%

5.9%

5.8%

5.5%

6.8%

6.1%

6.7%

7.3%

7.0%

6.8%

6.4%

8.2%

10.3%

10.1%

6.9%

6.6%

6.4%

FY13-17 CAGR

8.4%

(6.2%)

(0.2%)

9.3%

Net Income (3)

$4.0

$3.0

$3.2

$3.7

$4.0

$4.1

$2.9

$2.5

$2.4

$2.3

$2.2

$2.9

$2.6

$2.8

$3.0

$2.9

$2.9

$2.7

$3.4

$4.3

$4.2

$3.0

$2.7

$2.6

% growth

27.2%

(24.5%)

5.6%

16.6%

9.1%

2.6%

(27.4%)

(12.9%)

(2.4%)

(3.5%)

(6.4%)

(27.4%)

(10.6%)

8.0%

8.9%

(5.0%)

(27.4%)

(6.0%)

27.3%

26.5%

(3.5%)

(25.0%)

(8.7%)

(3.2%)

FY13-17 CAGR

8.4%

(6.4%)

(0.0%)

9.9%

EPS (3)

$2.13

$1.70

$1.76

$2.19

$2.42

$2.52

$1.64

$1.46

$1.45

$1.42

$1.35

$1.64

$1.50

$1.65

$1.82

$1.75

$1.64

$1.58

$2.04

$2.62

$2.56

$1.70

$1.60

$1.60

% growth

34.2%

(20.3%)

3.5%

24.3%

10.7%

4.1%

(23.2%)

(10.7%)

(0.7%)

(2.1%)

(5.1%)

(23.2%)

(8.4%)

9.9%

10.5%

(3.6%)

(23.2%)

(3.6%)

29.5%

28.3%

(2.1%)

(20.4%)

(5.5%)

(0.2%)

FY13-17 CAGR

10.4%

(4.7%)

1.8%

11.9%

CFFO - CapEx

$4.9

$2.3

$3.2

$3.6

$4.1

$4.8

$1.8

$2.3

$2.3

$2.3

$2.6

$1.8

$2.4

$2.6

$3.0

$3.2

$1.8

$2.5

$3.2

$4.2

$4.5

$1.6

$2.0

$1.8

% margin

7.8%

4.0%

5.3%

5.7%

6.2%

7.0%

3.1%

4.1%

4.1%

4.2%

4.7%

3.1%

4.2%

4.7%

5.4%

5.9%

3.1%

4.4%

5.8%

7.7%

8.4%

2.8%

3.7%

3.3%

FY13-17 CAGR

20.2%

9.6%

16.1%

26.5%

(1) FY13 Revenue, EBITDA, EBITA and Net Income based on estimates provided by Denali management on 02/01/13; FY14 Revenue, EBITA, and EPS from Denali Management’s FY14 Internal Plan

(2) Excludes impact of one-time charges and includes the impact of stock-based compensation expense

(3) Excludes impact of one-time charges and amortization of intangibles; includes the impact of stock-based compensation expense

Source: Denali Management, BCG, Wall Street Research

Evercore Partners

8

Denali Financial Projections (cont’d)

Confidential

Consolidated Denali Revenue ($ in billions)

$70.0

$65.0

$60.0

$55.0

$50.0

CAGR FY13-17:

9/21 Case(1): 4.6%

BCG Case: (1.1%)

$56.7

$59.9

$58.5

$56.4

$55.2

$53.9

$63.2

$57.1

$55.5

$54.8

$51.8

$66.6

$55.1

$68.0

$54.3

FY13

FY14

FY15

FY16

FY17

Consolidated Denali EBITA Margin

8.0%

7.0%

6.0%

5.0%

% FY13-17:

9/21 Case(1): +106bps

BCG Case: (129)bps

7.0%

6.9%

6.8%

7.0%

6.8%

6.6%

5.9%

5.9%

7.7%

7.4%

6.4%

5.9%

5.5%

7.9%

Hp

csc

ASUS

lenovo

acer

5.8%

7.9%

CY13E EBITA(2)

9.5%

7.8%

5.3%

2.7%

1.4%

5.5%

FY13

FY14

FY15

FY16

FY17

9/21 Case(1)

BCG Case

Street Median

Street High(3)

Street Low(3)

FY 2017 Revenue Bridge ($ in billions)

$70.0

$65.0

$60.0

$55.0

$50.0

$54.3

$9.1

$1.3

$1.8

$1.0

$0.6

$68.0

BCG Case

EUC

Enterprise

S&P

Services

Software

9/21 Case

FY 2017 EBITA Bridge ($ in billions)

$8.0

$7.0

$6.0

$5.0

$4.0

$3.0

$2.0

$3.0

$0.6

$0.9

$0.0

$0.6

$0.3

$5.4

BCG Case

EUC

Enterprise

S&P

Services

Software

9/21 Case

Note: EBITA figures post-SBC expense for 9/21 Case and BCG Case. Selected peers EBIT margins based on CY13E

(1) Denali’s 9/21 Case FY13 Revenue and EBITA based on estimates provided by Denali management on 01/18/13; FY14 Revenue and EBITA from FY14 Internal Plan (2) Amortization used in EBITA margin for Acer, Lenovo and Asus based on historical amortization expense (3) Street High and Low metrics shown are the highest and lowest broker for each individual year Source: Denali Management, BCG, Wall Street Research, FactSet, CapIQ

Evercore Partners

9

Revenue Growth Expectations

Confidential

End-User Computing (EUC)

Total EUC

5.0%

0.0%

(5.0%)

(10.0%)

Desktop, Mobility & Tablet

2.5%

Analyst

Avg.

(7.2%)

(6.2%)

2.5%

(5.7%)

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Desktop

2.5%

Analyst

Avg.

(7.3%)

(8.1%)

2.5%

(7.9%)

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Mobility

Mobility & Tablet

2.5%

Analyst

Avg.

(7.0%)

(4.7%)

2.5%

(4.1%)

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Total Software & Peripherals

4.0%

2.0%

0.0%

(2.0%)

(4.0%)

2.5%

Analyst

Avg.

(2.8%)

(3.5%)

2.1%

(2.8%)

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Enterprise

Total Enterprise

15.0%

12.0%

9.0%

6.0%

3.0%

0.0%

9.3%

Analyst Avg.

2.8%

6.9%

7.7%

5.4%

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Servers & Networking

Includes Software segment (Quest)

12.9%

Analyst

Avg.

4.6%

10.0%

9.4%

6.9%

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Storage

11.5%

Analyst Avg.

0.4%

3.0%

10.2%

3.0%

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Services

4.8%

Analyst

Avg.

1.3%

4.2%

5.1%

4.2%

9/21 Case

BCG Case

9/21 Case

BCG Case

CAGR: FY2013–2015

FY2013–2017

Note: Software segment not broken out by Wall Street Research, but included in Servers & Networking. Analyst reports released after Denali’s 3Q13 Earnings. Analyst Average based on available segment level projections

Source: Denali Management, BCG, Wall Street Research

Evercore Partners

10

Management Projections – Budget vs. Actual (Fiscal Periods)

Confidential

Performance versus Internal Forecast ($ in billions)

Revenue

$20.0

$15.0

$10.0

$5.0

$0.0

Actual

Forecast

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13

Op. Income (Non-GAAP) / EBITA

$1.5

$1.0

$0.5

$0.0

Actual

Forecast

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13

Note: Forecast for 1Q13 not available

Performance Relative to Guidance

Date

Metric

Guidance

Actual

06/23/10

Revenue Growth

14 - 19%

16%

OpInc Growth

18 - 23%

40%

FY11

11/18/10

Revenue Growth

14 - 19%

16%

OpInc Growth

28 - 32%

40%

02/15/11

Revenue Growth

5 - 9%

1%

OpInc Growth

6 - 12%

24%

05/17/11

Revenue Growth

5 - 9%

1%

FY12

OpInc Growth

12 - 18%

24%

08/16/11

Revenue Growth

1 - 5%

1%

OpInc Growth

17 - 23%

24%

02/21/12

FY13 EPS

> $2.13

$1.70

05/22/12

Revenue Growth

(7%)

(4%)

1Q13 Sales

IBES: $14.9B

$14.4B

FY13

1Q13 EPS

IBES: $0.46

$0.43

08/21/12

FY13 EPS

$1.70

$1.70

11/15/12

FY13 EPS

$1.70

$1.70

Consensus Sales and EPS miss resulted in 17% share price decline

Progression of Management Projections ($ in billions)

Revenue

FY13

$69.5

July 2011

$63.0

July

2012

$57.5

Sep

2012

$56.7

Dec

2012

FY14

$75.0

July

2011

$66.0

July

2012

$59.9

Sep 2012

$59.9

Dec 2012

Op. Income (Non-GAAP) / EBITA

FY13

$5.8

July 2011

$5.2

July 2012

$4.0

Sep 2012

$3.9

Dec 2012

FY14

$6.6

July 2011

$5.6

July 2012

$4.2

Sep 2012

$4.1

Dec 2012

EBITA Margin (%)

8.3% 8.2% 7.0% 6.9% 8.8% 8.5% 7.0% 6.8%

Source: Denali Management

Evercore Partners

11

Exc4 17

Productivity Cost Take-Out Confidential

Summary of Productivity Cost Take-Outs (1) Impact to EBITDA Margins

Potential Effective 11.0% 9/21 Case

Productivity Case (75% of Cost Take-Outs)

Efficiency Type Savings 25% 50% 75% 10.3%

Productivity Case (25% of Cost Take-Outs)

COGS [***] [***] [***] [***] BCG Case 10.1%

Marketing [***] [***] [***] [***] 10.0%

End User Computing Sales [***] [***] [***] [***] CY13E EBITA(3)

New Denali Sales (2) [***] [***] [***] [***] 9.5%

R&D [***] [***] [***] [***] 9.0% 7.8%

Other [***] [***] [***] [***] 5.3%

2.7% 8.2%

Total ($3,350) ($838) ($1,675) ($2,513) 1.4%

7.9% 7.9%

8.0%

7.7%

Potential Savings 7.3%

FY14 FY15 FY16 FY17 7.0%

6.9%

Ramp Up 10.0% 50.0% 100.0% 100.0% 7.0% 6.8%

6.4%

25% ($84) ($419) ($838) ($838) 6.8% 6.7%

Effectiveness 50% (168) (838) (1,675) (1,675) 6.1%

75% (251) (1,256) (2,513) (2,513) 6.0%

5.9% 5.9% 5.8%

Memo: 5.5%

Ramp up accounts for the cash costs required to achieve productivity cost

5.0%

take-out FY13 FY14 FY15 FY16 FY17

Note: EBITA figures are post-SBC expense. Denali’s 9/21 Case FY13 EBITA margin based on estimates provided by Denali management on 02/01/13; FY14 EBITA margin from FY14 Internal Plan

(1) Based on discussions with Management, we understand that all or part of the Productivity Cost Take-Outs are implicit in the 9/21 Case

(2) New Denali includes Enterprise, Software and the Enterprise-related portions of the Services and Software & Peripherals businesses

(3) Amortization used in EBITA margin for Acer, Lenovo and Asus based on historical amortization expense

Source: BCG, Denali Management

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

12

Confidential

III. Valuation Analyses

Evercore Partners

Summary Valuation Analysis

Confidential

($ in billions, except per share amounts)

Assumptions

Trading Range and Price Targets

Trading Multiples Valuation

Present Value of Future Stock Price

LBO

Share Buyback

Premiums Paid, TEV > $10B

52-week Low and High Range through 1/11/13

Analyst 12-month Price Targets ($8.50 - $15.00, Discounted at 12.5% CoE)

3.0x - 5.0x FY2014E EBITDA

6.0x - 10.0x FY2014E Net Income

6.0x - 10.0x FY2014E CFFO - CapEx

3.0x - 5.0x FY2016E EBITDA, 12.0% - 13.0% CoE

6.0x - 10.0x FY2016E Net Income, 12.0% - 13.0% CoE

6.0x - 10.0x FY2016E CFFO - Capex, 12.0% - 13.0% CoE

20.0% - 30.0% 5-year Target IRR, 3.0x - 5.0x Exit Multiple;

$8.2bn of BS Cash Used; $1.5bn Sponsor Equity

$5.0bn to Repurchase Shares at 15% Premium to Unaffected Price;

3.0x - 5.0x FY2016E EBITDA; 12.0% - 13.0% CoE

$5.0bn to Repurchase Shares at 15% Premium to Unaffected Price;

6.0x - 10.0x FY2016E Net Income 12.0% - 13.0% CoE

22.5% - 27.5% Premium to Share Price 1-week Prior to Unaffected Date

25.0% - 30.0% Premium to Share Price 4-weeks Prior to Unaffected Date

22.5% - 27.5% Premium to Enterprise Value 1-week Prior to Unaffected Date

25.0% - 30.0% Premium to Enterprise Value 4-weeks Prior to Unaffected Date

Metric

$4.8

3.9

4.0 - 4.2

4.1

$3.2

2.5

2.6 - 2.7

2.7

$3.2

2.3

2.4 - 2.5

2.0

$5.9

3.8

4.6 - 6.3

3.9

$4.0

2.4

3.0 - 4.3

2.6

$4.1

2.3

3.0 - 4.2

1.9

$10.97

10.67

$7.63

7.33

Implied Valuation Range

9/21 Case

BCG Case

Productivity Case

Street Median

Unaffected Price: $10.88 Offer Price: $13.65

$8.86 $18.32

$7.74 $13.43

$11.52 $16.99

$10.09 $14.62

$10.24 $15.34

$10.42 $15.16

$10.87 $18.08

$8.61 $14.35

$8.84 $15.48

$9.34 $15.55

$10.92 $18.16

$7.99 $13.31

$8.20 $14.35

$7.01 $11.68

$13.08 $18.64

$9.54 $13.15

$10.83 $19.37

$10.84 $14.56

$14.05 $21.60

$9.11 $13.59

$11.06 $23.11

$10.08 $15.04

$14.31 $22.04

$9.04 $13.48

$10.92 $22.63

$8.20 $11.86

$12.83 $16.87

$10.75 $12.82

$11.45 $16.86

$10.87 $13.08

$13.55 $19.05

$10.01 $13.58

$11.30 $19.77

$11.31 $14.99

$14.43 $21.84

$9.48 $13.85

$11.43 $23.33

$10.45 $15.31

$13.44 $13.99

$13.34 $13.87

$12.69 $13.07

$12.50 $12.87

$6.00 $8.00

$10.00 $12.00

$14.00 $16.00

$18.00 $20.00

$22.00 $24.00

Disclaimer: This summary of certain analyses is provided for illustrative purposes only, does not represent all of the analyses performed by Evercore and should be considered together with the information set forth elsewhere in this presentation. Evercore submitted its preliminary financial analyses within days of being engaged by Denali and has since selected modestly different discount rates and multiples

Note: Implied valuation range as of 01/31/13

Source: Denali Management, BCG, FactSet, Company Filings, Wall Street Research

Evercore Partners

13

Discounted Cash Flow Analysis

Confidential

Cases

BCG Case

Productivity Case

9/21 Case

Street High

Street Median

Street Low

Implied Valuation Range

Unaffected Price: $10.88

Offer Price:

$13.65

$11.19 $14.42

$12.82 $21.53

$15.92 $21.31

$12.99 $17.12

$11.49 $14.95

$10.63 $13.87

Implied Perp. Growth Rate

Midpoint

(5.5%)

(6.4%)

(7.6%)

(4.9%)

(6.5%)

(7.2%)

$6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 $22.00 $24.00

Note: Assumes 3.0x-5.0x Terminal EBITDA and 10%-12% WACC

Source: Denali Management, BCG, Wall Street Research

Evercore Partners

14

Peer Group Trading Multiples

Confidential

TEV / CY2013E EBITDA

Denali

Offer Price

3.9x 4.7x 4.6x 4.4x

Unaffected Price

2.8x 3.4x 3.3x 3.2x 4.4x

9/21 BCG Case Prod. Street Med.

9/21 BCG Case Prod. Street Med. 5yr Avg

EBITDA Margin 7.8% 7.1% 7.3% 7.6% 7.6%

PC Heavy

3.7x 5.6x 8.1x 6.1x 6.1x

5.4x 4.6x 3.9x 3.3x

HP 5yr Avg. HP Acer Asus Len. Tosh. AAPL Sams. Fuji.

12.0% 12.7% 1.4% 5.9% 3.0% 8.9% 33.1% 23.6% 6.4%

Enterprise Heavy

8.7x 8.3x 7.3x 6.8x 5.2x 4.1x

IBM ORCL EMC NTAP CSCO CSC

27.1% 49.9% 30.4% 19.4% 31.8% 12.9%

Other

7.2x 5.2x 4.9x 4.8x 4.7x 2.2x

Ricoh XRX Eps. Canon TECD LXK

9.4% 14.3% 7.7% 18.9% 1.5% 16.8%

MEV / CY2013E Net Income

Offer Price

8.0x 9.7x 9.4x 8.9x

9/21 BCG Case Prod. Street Med.

Unaffected Price

6.0x 7.6x 7.4x 7.0x 9.9x

9/21 BCG Case Prod. Street Med. 5yr Avg

8.7x 4.9x

23.9x

11.0x

15.2x

11.6x 9.8x 8.4x

14.9x

HP 5yr Avg. HP Acer Asus Len. Tosh. AAPL Sams. Fuji.

12.7x 12.9x 13.6x

16.7x

10.3x

14.0x

IBM ORCL EMC NTAP CSCO CSC

13.0x

7.4x

n.m

14.0x

8.9x

6.3x

Ricoh XRX Eps. Canon TECD LXK

MEV / CY2013E (CFFO-Capex)

Offer Price

7.6x 10.4x 10.1x 11.9x

9/21 BCG Case Prod. Street Med.

Unaffected Price

6.0x 8.2x 8.0x 9.3x 8.1x

9/21 BCG Case Prod. Street Med. 5yr Avg

6.8x 8.6x

10.7x

15.0x

11.0x

18.2x

9.1x

11.0x

15.3x

HP 5yr Avg. HP Acer Asus Len. Tosh. AAPL Sams. Fuji.

13.1x

12.3x

9.8x

13.7x

9.7x

8.0x

IBM ORCL EMC NTAP CSCO CSC

12.9x

5.7x

19.9x

14.9x

n.m.

7.2x

Ricoh XRX Eps. Canon TECD LXK

Note: Denali figures based on FY2014. 25-75% range shown for Productivity Case. Red dashed lines indicate high and low end of multiples shown in Summary Valuation Analysis

Source: FactSet, BCG, Denali Management, Company Filings, Wall Street Research

Evercore Partners

15

Denali’s Share Price Performance – Last Five Years

Confidential

Last 5 Years

500%

400%

300%

200%

100%

0%

-100%

Share Price Performance Summary

% Change

Denali (1)

HP

Apple

PC Peers

Enterprise Peers

3 - Month

16.4%

17.6%

(24.0%)

18.1%

5.5%

6 - Month

(11.4%)

(6.8%)

(25.2%)

24.7%

6.8%

1 - Year

(31.1%)

(42.8%)

(0.6%)

12.7%

6.0%

2 - Years

(22.7%)

(64.6%)

31.5%

(4.0%)

7.3%

3 - Years

(26.8%)

(65.6%)

132.9%

(20.6%)

34.0%

5 - Years

(47.6%)

(62.9%)

239.2%

(5.4%)

38.5%

Unaffected Price: (47.6%)

38.5%

(5.4%)

(35.3%)

(62.9%)

Jan-08 Sep-08 May-09 Dec-09 Aug-10 Mar-11 Nov-11 Jun-12 Feb-13

Denali HP Apple PC Peers Index(2) Enterprise Peers Index(3)

(1) Denali percentage change based on unaffected price of $10.88 as of 01/11/13

(2) Includes Acer, Asus and Lenovo

(3) Includes Cisco, EMC, IBM, Microsoft and Oracle

Source: FactSet. Prices as of 02/01/13

Evercore Partners

16

Denali’s Forward Valuation Multiples Performance

Confidential

NTM MEV/ Net Income Multiple – Last 5 Years

39.0x

33.0x

27.0x

21.0x

15.0x

9.0x

3.0x

Mean MEV / Net Income Performance

Denali (1)

HP

Apple

PC Peers

Ent. Peers

1 - Year

7.0x

5.0x

11.5x

14.4x

12.2x

2 - Years

7.7x

6.0x

11.9x

14.3x

12.5x

3 - Years

8.7x

7.3x

13.3x

14.3x

13.0x

5 - Years

9.9x

8.7x

17.0x

14.4x

13.5x

Memo:

R2 with HP (5-Year)

84%

R2 with HP (3-Year)

92%

R2 with HP (1-Year)

85%

Unaffected NTM MEV / Net Income: 6.9x

16.9x

12.0x

11.6x

8.8x

5.2x

Jan-08 Sep-08 Apr-09 Dec-09 Jul-10 Mar-11 Nov-11 Jun-12 Feb-13

Denali

HP

Apple

PC Peers Index(2)

Enterprise Peers Index(3)

NTM TEV / EBITDA Multiple – Last 5 Years

25.0x

20.0x

15.0x

10.0x

5.0x

0.0x

Mean TEV / EBITDA Performance

Denali (1)

HP

Apple

Ent. Peers

1 - Year

2.9x

3.8x

7.0x

6.8x

2 - Years

3.3x

4.1x

7.1x

6.9x

3 - Years

3.6x

4.7x

8.0x

7.2x

5 - Years

4.4x

5.6x

10.2x

7.6x

Memo:

R2 with HP (5-Year)

66%

R2 with HP (3-Year)

64%

R2 with HP (1-Year)

73%

Unaffected NTM TEV/EBITDA: 2.9x

6.7

4.6

3.9

3.7

Jan-08 Sep-08 Apr-09 Dec-09 Jul-10 Mar-11 Nov-11 Jun-12 Feb-13

Denali

HP

Apple

Enterprise Peers Index(3)

Note: P/E multiples above 50x excluded.; Denali and HP multiples based on reported balance sheet and calculated TEVs; indexes based on information from Factset

(1) Denali figures based on share prices and multiples through 01/11/13

(2) Includes Acer, Asus and Lenovo; Forward EBITDA information not consistently available

(3) Includes Cisco, EMC, IBM, Microsoft and Oracle

Source: FactSet. Prices as of 02/01/13

Evercore Partners

17

Denali’s Forward Valuation Multiples Performance (cont’d) Confidential

Equity Value / NTM (CFFO-Capex) Multiple – Last 5 Years

34.0x 29.0x 24.0x 19.0x 14.0x 9.0x 4.0x

Mean Equity Value / (CFFO-Capex)

Denali (1) HP Apple PC Peers Ent. Peers

1 - Year 6.3x 6.1x 10.7x 13.5x 10.2x

2 - Years 6.6x 6.7x 11.1x 13.7x 10.4x

3 - Years 7.1x 7.7x 12.4x 15.4x 10.7x

5 - Years 8.1x 8.6x 14.2x 16.0x 11.3x

Unaffected Multiple : 6.2x

12.2x 10.3x 9.0x 7.6x 6.8x

Jan-08 Sep-08 Apr-09 Dec-09 Jul-10 Mar-11 Nov-11 Jun-12 Feb-13

Denali HP Apple PC Peers Index(2) Enterprise Peers Index(3)

Note: Multiples below 0.0x and above 50.0x excluded; Denali and HP multiples based on reported balance sheet and calculated TEVs; other multiples based on information from Factset

(1) Denali figures based on share prices and multiples through 01/11/13

(2) Includes Acer, Asus and Lenovo

(3) Includes Cisco, EMC, IBM, Microsoft and Oracle

Source: FactSet. Prices as of 02/01/13

EVERCORE PARTNERS

18

Premiums Paid Analysis: Closed Acquisitions in Last 10 Years Globally with Target TEV greater than $10 billion Confidential

All Transactions

Number of Transactions 126

Premium Paid

1 Day Prior 1 Week Prior 4 Weeks Prior

Median 24.5% 27.2% 28.0%

High 116.4% 123.6% 118.7%

75th Percentile 37.1% 39.9% 40.6%

Mean 27.7% 30.3% 32.2%

25th Percentile 13.0% 15.7% 18.4%

Low 0.1% 1.0% 1.9%

Strategic Buyers

Number of Transactions 103

Premium Paid

1 Day Prior 1 Week Prior 4 Weeks Prior

Median 27.9% 28.4% 30.8%

High 116.4% 123.6% 118.7%

75th Percentile 38.0% 41.5% 43.0%

Mean 28.9% 31.7% 33.7%

25th Percentile 14.1% 16.5% 17.9%

Low 0.1% 1.0% 3.3%

All Cash Transactions

Number of Transactions 50

Premium Paid

1 Day Prior 1 Week Prior 4 Weeks Prior

Median 28.0% 30.0% 32.8%

High 116.4% 123.6% 118.7%

75th Percentile 43.3% 51.1% 51.8%

Mean 33.8% 36.3% 38.8%

25th Percentile 18.9% 18.9% 21.9%

Low 0.4% 1.0% 5.7%

Buyer is a Financial Sponsor

Number of Transactions 23

Premium Paid

1 Day Prior 1 Week Prior 4 Weeks Prior

Median 20.1% 22.8% 26.0%

High 45.1% 50.8% 47.2%

75th Percentile 31.2% 31.8% 33.1%

Mean 22.1% 24.3% 25.6%

25th Percentile 10.5% 14.3% 19.6%

Low 4.4% 2.8% 1.9%

Note: Data excludes Banks, REITs and other financial services target companies

Source: FactSet, SDC

EVERCORE PARTNERS

19

Exhibit (c) (5)

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

P R ESENT A T I ON T O T H E D EN A L I B O A RD OF DI RECT ORS

February 4, 2013

ST RI C T L Y PRI VAT E A ND CO NF I D ENTI AL

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information has been filed separately with the Securities and Exchange Commission (the “SEC”).

DRAFT

PRESENTATION TO THE DENALI BOARD OF DIRECTORS

Preliminary Analysis – For Discussion Purposes Only

Strictly Private and Confidential

This presentation was prepared for the benefit and use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor any of its contents may be disclosed for any other purpose without the prior written consent of J.P. Morgan.

The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.

Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan.

J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for compensation. J.P. Morgan also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors.

IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties.

J.P. Morgan is a marketing name for investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by a combination of J.P. Morgan Securities LLC, J.P. Morgan plc, J.P. Morgan Securities Ltd. and the appropriately licensed subsidiaries of JPMorgan Chase & Co. in Asia-Pacific, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, N.A. J.P. Morgan deal team members may be employees of any of the foregoing entities.

DENALI

J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Agenda

Page

Situation overview 1

Transaction overview and valuation analysis 14

Appendix 21

PRESENTATION TO THE DENALI BOARD OF DIRECTORS

DENALI 1 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Denali’s stock price performance

Stock price performance since formation of Special Committee on 8/20/12

Illustrative trading metrics

CY13E Consensus

Since SC formation (8/20/12)

Since pre-GS report (11/30/12)

1-year

3-year

Cash adj.

EV/EBITDA

EV/EBITDA1

P / E

Denali 8.5% 41.4% (22.6%) 2.5% 4.4x 5.4x 8.2x

Denali (unaffected)2 (13.4%) 12.9% (31.7%) (27.8%) 3.3x 4.3x 6.6x

hp (18.1%) 26.7% (42.2%) (66.1%) 3.7x 4.0x 4.9x

Lenovo 21.9% 12.8% 32.7% 52.8% 6.9x 6.9x 15.5x

Asus 20.9% 4.3% 36.9% 62.3% 6.0x 6.0x 11.0x

Acer (2.6%) (0.1%) (40.3%) (68.7%) 7.8x 7.8x 25.0x

Csc 29.5% 12.2% 56.6% (19.5%) 4.1x 4.3x 15.9x

Tech data3 (0.9%) 17.0% (1.2%) 24.5% 5.0x 5.3x 9.1x

xerox 8.1% 17.8% 3.0% (12.2%) 5.5x 5.5x 7.2x

$18.00 $16.00 $14.00 $12.00 $10.00 $8.00 $6.00

8/21/12 Q2 FY13 results: Revenue missed expectations ($14.5bn vs. $14.6bn) by (1%) and was down (8%) YoY. EPS beat concensus ($050 vs. $0.45) by 11% and was down (7%) YoY

9/14/12 Initial SC meeting

9/23/12 SC meeting with Board to review forecast benchmarking

10/18/12 Follow up SC meeting on process and strategic alternatives

11/15/12 Q3 FY13 results: Revenue missed expectations ($13.7bn vs. $13.9bn) by (1%) and was down(11%) YoY. EPS missed consensus ($0.39 vs. $0.40) by (3%) and was down (28%) YoY

12/22/12 SC meeting to review process

1/15/13 SC meeting to review valuation and strategic alternatives

9/21/12 Follow up SC meeting with Board

1/3/13 UBS raises price target from $9.75 to $10.50

1/18/13 Follow up SC meeting with Board

8/20/12 Formation of Special Committee (“SC”)

10/27/12 SC meeting to review initial indications

12/3/12 Goldman Sachs (“GS”) upgrades Denali from “Sell” to “Buy”

12/6/12 SC meeting to review revised Salamander indication and strategic alternatives

1/14/13 Stock price closes at $12.29, up 13% from $10.88 after LBO rumor is published

10/9/12 SC meeting on process and strategic alternatives

8/20/12 9/16/12 10/14/12 11/10/12 12/8/12 1/4/13 2/1/13

Source: Company press releases, FactSet; market data as of 2/1/13

Note: SC meetings represent meetings where J.P. Morgan was present; Earnings results show performance relative to Street consensus (actual vs. consensus)

1 Enterprise value adjusted for repatriation of foreign cash, assuming a friction cost of 35%; 2 Unaffected price of $10.88 as of 1/11/13

3 Tech Data not pro-forma for acquisition of select distribution companies from SDG

SITUATION OVERVIEW

DENALI 2 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Industry outlook on the PC market

Change in industry and analyst forecasts for PC and tablet shipments

PC shipment growth1 Tablet shipment growth2

Prior Revised Prior Revised

Gartner 7.4% 32.3%

’12–’15E 3.5% 36.3%

IDC Analyze the Future 7.0% 25.8%

’12–’15E 4.1% 27.2%

J.P.Morgan 2.3% 53.7%

’11–’13E (2.8)% 62.6%

Morgan Stanley 1.1% 35.6%

’11–’13E (4.7)% 74.4%

BARCLAYS (1.0%) 21.4%

’12–’15E (4.1)% 33.8%

Change in CY13E3 Street consensus estimates – Today4 vs. September 2012

Company % in revenue % in EPS in market share %5

Denali (3.2%) (7.3%) (0.1%)

hp (6.4%) (20.6%) 0.9%

acer (13.2%) (38.3%) (1.6%)

ASUS 3.7% 4.1% 0.0%

lenovo (0.4%) 0.0% 0.1%

Source: Gartner, IDC, J.P. Morgan, Morgan Stanley, Barclays, Wall Street research

1 Prior / Revised estimates: Gartner (Sep / Dec ’12), IDC (Sep / Dec ’12), J.P. Morgan (Sep / Dec ’12), Morgan Stanley (May / Sep ’12), Barclays (Aug / Nov ’12)

2 Prior / Revised estimates: Gartner (Sep / Dec ’12), IDC (Sep / Dec ’12), J.P. Morgan (Sep / Dec ’12), Morgan Stanley (Apr / Sep ’12), Barclays (Aug / Nov ’12)

3 CY13E represents Denali’s FY14E (FYE January), HP’s FY13E (FYE October), Lenovo’s FY14E (FYE March)

4 Today represents 2/1/13

5 Represents IDC estimates on change in market share %, based on comparison of Q4 CY12 vs. Q3 CY12

SITUATION OVERVIEW

DENALI 3 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Expectations for Denali FY14 performance

Consensus estimates – FY14E revenue ($ in billions)

2/21/12: FQ1’13 guidance in line with historical sequential decline of 4%1

5/22/12: FQ2’13 guidance in line with historical sequential increase of 2% to 4%

8/21/12: FQ3’13 guidance of 2% to 5% sequential decline

11/15/12: FQ4’13 guidance of 2% to 5% sequential increase

7/12/12: Board approved management plan

9/21/12: Revised Board reviewed management plan (not Board approved)

12/19/12: FY14 internal plan (not Board approved)

$64.0 $63.7 $63.5 $63.5 $61.3 $61.1 $60.8 $58.1 $57.7 $57.5 $55.9 $55.9 $55.9 % since January ‘12: (12.6%)

1/31/12 2/29/12 3/31/12 4/30/12 5/31/12 6/30/12 7/31/12 8/31/12 9/30/12 10/31/12 11/30/12 12/31/12 2/1/13 (Current)

Consensus estimates – FY14E EPS

2/21/12: FY13E EPS guided to be greater than FY12A EPS of $2.13

5/22/12: Disappointing start to new year but reaffirms FY13E EPS guidance

8/21/12: Lowers FY13E EPS guidance to $1.70

11/15/12: Reaffirms FY13E EPS guidance of at least $1.70

7/12/12: Board approved management plan

9/21/12: Revised Board reviewed management plan (not Board approved)

12/19/12: FY14 internal plan (not Board approved)

$2.00 $2.18 $2.18 $2.21 $2.03 $2.03 $2.02 $1.81 $1.79 $1.78 $1.67 $1.67 $1.66

% since January ‘12: (17.0%)

1/31/12 2/29/12 3/31/12 4/30/12 5/31/12 6/30/12 7/31/12 8/31/12 9/30/12 10/31/12 11/30/12 12/31/12 2/1/13 (Current)

FY14E consensus estimates, as of 2/1/13, are based on 33 research analysts

Source: Company filings, ThomsonOne

Note: Current consensus shown as of 2/1/13

1 Represents a normalized sequential decline of 7% in revenue (in line with historical trends) after accounting for the 14th week included in FQ1’13

SITUATION OVERVIEW

DENALI 4 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Denali historical performance versus Street consensus and Board plan

Quarterly revenue and EPS performance

FY11 FY12 FY13

Q1 (Apr) Q2 (Jul) Q3 (Oct) Q4 (Jan) Q1 (Apr) Q2 (Jul) Q3 (Oct) Q4 (Jan) Q1 (Apr) Q2 (Jul) Q3 (Oct)

Revenue Results vs. Street

Results vs. plan

EPS Results vs. Street

Results vs. plan

Source: Management estimates for Board plan; FactSet for Street consensus

SITUATION OVERVIEW

DENALI 5 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Overview of forecasts

Illustrative analyst consensus1

Based on Wall Street analyst consensus

BCG base case

Base revenue forecast developed by BCG at the request of the Special Committee

Excludes cost take-out / restructuring initiatives

BCG restructuring case

BCG base revenue forecast plus cost take-out / restructuring initiatives

Sensitivities from 25% achievement to 75% achievement (BCG low and high range)

Cost take-out / restructuring initiative realization phased in 10% in FY14, 50% in FY15 and 100% in FY16

FY14 internal plan

FY14 budget currently in process

Part of annual budgeting cycle

Based on roll-up of various businesses

FY14 preliminary BoD plan

FY14 plan with contingencies

To be used for street guidance expected to be communicated on February 19, 2013

9/21 plan

Board reviewed long-term management plan forecasted top down and reviewed late September 2012 (not Board approved)

Based on discussions with the Special Committee and BCG, as well as the recent history of management’s failure to achieve its forecasts, we understand that the 9/21 management forecast is aspirational in nature

Source: Management estimates, BCG estimates, Wall Street research

1 For reference only

SITUATION OVERVIEW

DENALI 6 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

9/21 management plan

Revenue ($ in billions)

CAGR FY13E-16E: 5.0%

$62.1 $57.5 $59.9 $63.2 $66.6

FY12A FY13E FY14E FY15E FY16E

% growth (7.4%) 4.2% 5.5% 5.3%

Gross profit ($ in billions)

CAGR FY13E-16E: 6.3%

$14.2 $12.8 $13.7 $14.6 $15.3

FY12A FY13E FY14E FY15E FY16E

% margin 22.2% 22.8% 23.0% 23.0%

Operating income ($ in billions)

CAGR FY13E-16E: 9.6%

$5.1 $4.0 $4.2 $4.9 $5.3

FY12A FY13E FY14E FY15E FY16E

% margin 7.0% 7.0% 7.7% 7.9%

EPS ($ per share)

CAGR FY13E-16E: 12.5%

$2.13 $1.70 $1.84 $2.19 $2.42

FY12A FY13E FY14E FY15E FY16E

% growth (20.2%) 8.3% 18.7% 10.7%

Developments since 9/21 management plan

Significant reduction in PC industry forecasts

Q4 2012 PC shipments down (6.4%) YoY vs. (4.4%) forecast

IDC and Gartner have lowered shipment forecasts for 2012-2015 from 7.0% to 4.1% and 7.4% to 3.5%, respectively

Denali Q4 market share declined 10bps QoQ to 10.6%

Denali missed Q3 revenue and EPS estimates

Revenue missed by (1.3%), down (10.7%) YoY

EPS missed by (2.5%), down (27.8%) YoY

Reduced Street expectations for FY14E

Denali revenue and EPS consensus estimates declined by (3.2%) and (7.3%), respectively

Secular challenges persist, including extended PC refresh cycle, weak Windows 8 performance and slowdown in Windows 7 upgrades

Budget shifts toward other mobile devices starting to impact PC growth in emerging markets

Heightened competitive pressures

Microsoft’s entry into tablet market with Surface

Lenovo’s entry into U.S. high-end PC market

Apple cuts component orders for the iPhone 5 due to weaker-than-expected demand

IT spending below forecast in 2012 but expected to improve in 2013

Gartner raised 2013 forecast to 4.2% from 3.8%

SITUATION OVERVIEW

Source: Management estimates

Note: 9/21 management plan (not Board approved) does not include contingencies

DENALI 7 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Chronology of FY14 scenarios

Scenario / key drivers Revenue ($bn) GM% Opex ($bn) Opinc ($bn)

July strategic plan

FY13 at $63bn revenue $66.0 23.7% $10.0 $5.6

EUC 5% CAGR FY13–FY16 at [***]% GM

9/21 plan

Tops down scenario

Softer FY13, $57.5bn revenue 59.9 22.8% 9.5 4.2

Slower growth, especially EUC at (1%)

Weaker margin rate, especially EUC at ([***]%)

Moderated operating expense spend

FY14 internal plan (12/19/12)

Softer FY13, $56.7bn revenue

59.9 22.7% 9.5 4.1

Requires trajectory improvement of EUC at +3%

EUC margin at [***]% vs. likely Q4 exit of ~[***]%

FY14 preliminary BoD plan (12/19/12)

Stabilized trajectory at current rate

W Weaker EUC margins offset by lower EUC mix 56.0 22.7% 9.0 3.7

VERVIE Lower operating expenses

O Generally consistent with consensus

Source: Management estimates

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

SITUATION DEN A L I

8

Normal;H1;H2;H3;H4;H5;H6;Blockquote;Preformatted;z-Bottom of Form;z-Top of Form;S I T U A T I O N O V E R V I E W Observations on management’s revised FY14 plans FY14 plans1 vs. 9/21 plan and Street consensus ($ in billions) Key observations Source: Company filings; Management estimates for 9/21 plan, FY14 internal plan and FY14 preliminary BoD plan; Wall Street research for Street consensus 1 Internal plan and preliminary BoD plan as of 12/19/12 (not Board approved) 2 Current Street consensus as of 2/1/13 FY14 internal plan, which represents aspirational goals, is similar to the 9/21 management plan EUC revenue expected to be higher by 1.0% but gross margin lower by [***]bps Largest offset from Services revenue declining 4.1% Variance between FY14 internal plan and Street consensus has widened since September 2012 Variance for revenue and EPS was 3.8% and 1.1%, respectively, in September Denali FY14 preliminary BoD plan is close to Street consensus FY14 internal plan quarterly review FY13E 1 FY14E (4%) (8%) (11%) (12%) 1% 3% 9% 10% (27%) (15%) (31%) (22%) (9%) (8%) 19% 21% Q1A Q2A Q3A Q4E Q1E Q2E Q3E Q4E Revenue YoY growth: Significant contribution from 2H FY14 Operating income YoY growth: Management guidance on February 19th earnings likely to be $1.50-$1.60, compared to current Street consensus of $1.66 Street consensus2 9/21 plan Street consensus2 9/21 plan 1 9 [***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

BCG base forecast – segment revenue

BCG revenue base forecast vs. 9/21 plan

Segment FY13E-16E CAGR BCG forecast 9/21 plan

EUC (PC and Mobility) (6.0%) 3.0%

Enterprise (ESG) 5.1% 7.9%

S&P (3.2%) 2.7%

Services 4.7% 5.7%

Software 40.5% 52.6%

Total (1.1%) 5.0%

Source: Management estimates, BCG estimates

Key assumptions underlying BCG forecast

Expected mix shift in PC market towards lower-value segment drives decrease in profit pool

Despite modest PC unit growth, PC profit pool estimated to decrease from $36bn to $28bn

Leads to moderate decline in S&P and Support & Deployment

Moderate Denali share loss in PC markets in line with history

Assumes 3 points of share loss in PCs driven by share loss in emerging markets and value segments

Denali captures share in rapidly growing tablet market (9% in developed markets and 4.5% in emerging markets of Windows tablet market)

Aggregate tablet revenue of $1.1bn expected in FY16E

Expected revenue of non-EUC businesses to grow at underlying segment growth rates

No additional acquisitions included

SITUATION OVERVIEW

DENALI 10 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

BCG base forecast – operating model

Revenue ($ in billions)

FY13E-16E CAGR

9/21 plan: 5.0%

BCG: (1.1%)

$62.1 $56.8 $56.4 $55.5 $55.1

FY12A FY13E FY14E FY15E FY16E

% growth (8.4%) (0.7%) (1.7%) (0.8%)

Gross profit ($ in billions)

FY13E-16E CAGR

9/21 plan: 6.3%

BCG: (0.6%)

$14.2 $12.8 $12.9 $12.6 $12.5

FY12A FY13E FY14E FY15E FY16E

% margin 22.5% 22.8% 22.8% 22.8%

Operating income ($ in billions)

FY13E-16E CAGR

9/21 plan: 9.6%

BCG: (6.2%)

$5.1 $3.9 $3.4 $3.3 $3.2

FY12A FY13E FY14E FY15E FY16E

% margin 6.8%

5.9%

5.9%

5.8%

EPS ($ per share)

FY13E-16E CAGR

9/21 plan: 12.5%

BCG: (4.6%)

$2.13 $1.64 $1.46 $1.45 $1.42

FY12A FY13E FY14E FY15E FY16E

% growth (23.3%) (10.7%) (0.7%) (2.1%)

Source: BCG estimates

Key BCG assumptions and observations

Revenue forecasts similar to analyst consensus

Declines in EUC gross margin % driven by mix-shift towards value segments and ASP declines

Base case excludes incremental operating / productivity improvement

R&D is based on 9/21 plan

Sales and other opex % assumed constant at FY12 levels

Working capital assumptions do not factor in other adjustments, including financing receivables

BCG case and BCG restructuring case used BCG estimates through operating income and management estimates for interest expense, tax rate, projected share count and other cash flow assumptions

DENALI 11 J.P.Morgan

SITUATION OVERVIEW

DRAFT Preliminary Analysis For Discussion Purposes Only Strictly Private and Confidential

BCG restructuring case productivity cost take-out initiatives

$ in billions

Benchmarking Denali (FY16E) (FY14E)

% phasing (run-rate): 100%

Key BCG assumptions and observations

$3.3bn at 100% attainment

[***]

[***]

Implied EUC operating margin¹

Implied consolidated operating margin

9/21 plan

Consensus

Denali 5-year historical peak

Attainment % $

0% $0.0 25% $0.5 75% $1.6

0% $0.0 25% $0.8 75% $2.5

5.0% 6.7% 10.0% 5.8% 7.3% 10.3% 7.9% NA 8.3%

1.1% 5.2% 2.5%

4.6%

8.2% 9.1%

NA 67.7% 6 NA

Assumes phasing of 10% in FY14, 50% in FY15 and 100% in FY16

Considerations around up-front costs to achieve and management execution

Excludes the other identified management initiatives

Potential sales force efficiency overlap with productivity initiatives Maintain / grow core share

Does not capture potential reinvestment in the business, COGS savings pass-through to customers and potential disruption to business

Source: Management estimates, BCG estimates, Wall Street research

¹ Includes Desktops, Notebooks, Tablets, attached S&P and Support & Deployment. Excludes stock-based compensation expense

SI T U A T I O N O VERVI E W

[***] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Exchange Act and has been filed separately with the SEC.

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Comparison of financial forecast cases

FY14E

Revenue ($bn)

$59.9 $55.9 $56.4 $56.4 $56.4 $56.0

Illustrative consensus1 BCG base BCG 25% BCG 75% FY14 internal plan FY14 prelim. BoD plan

y/y growth (1.5%) (0.7%) (0.7%) (0.7%) 5.6% (1.3%)

Operating income ($bn)

$3.7 $3.4 $3.4 $3.6 $4.1 $3.7

Illustrative consensus1 BCG base BCG 25%3 BCG 75%3 FY14 internal plan FY14 prelim. BoD plan

Margin 6.7% 5.9% 6.1% 6.4% 6.8% 6.6%

EPS

$1.66 $1.46 $1.50 $1.58 $1.76 $1.59

Illustrative consensus1 BCG base BCG 25%3 BCG 75%3 FY14 internal plan FY14 prelim. BoD plan

y/y growth (2.9%) (10.7%) (8.4%) (3.6%) 3.5% (6.6%)

FY16E

Revenue ($bn)

$55.1 $55.1 $55.1 $66.6

BCG base BCG 25% BCG 75% 9/21 plan2

13–16E CAGR (1.1%) (1.1%) (1.1%) 5.0%

Operating income ($bn)

$3.2 $4.0 $5.7 $5.3

BCG base BCG 25%3 BCG 75%3 9/21 plan2

Margin 5.8% 7.3% 10.3% 7.9%

EPS

$1.42 $1.82 $2.62 $2.42

BCG base BCG 25%3 BCG 75%3 9/21 plan2

13–16E CAGR (4.6%) 3.6% 17.0% 12.5%

Source: Management estimates, BCG estimates, Wall Street research

Note: Denali is currently covered by 33 research analysts; analysts have updated their forecast models post the Q3 earnings call

1 Consensus based on mean of Street estimates as of 2/1/13; for reference only

2 Based on management’s revised financial plan as of 9/21/12. Post formation of the 9/21 management plan, management has reduced FY13E share repurchases from $1,100mm to $724mm. No changes to subsequent periods

3 Cost take-out / restructuring initiative realization phased in 10% in FY14, 50% in FY15 and 100% in FY16

SITUATION OVERVIEW

DENALI 13 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Agenda

Page

Situation overview 1

Transaction overview and valuation analysis 14

Appendix 21

PRESENTATION TO THE DENALI BOARD OF DIRECTORS

DENALI 14 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Summary of Salamander’s proposal

$ in millions, except per share data

Pre-GS report (11/30/12) Unaffected (1/11/13) Current Salamander offer

Price $9.64 $10.88 $13.63 $13.653

Offer price premium / (discount) to:

Current stock price of $13.63 (29%) (20%) 0% 0%

Unaffected stock price of $10.88 (11%) 0% 25% 25%

Pre-GS report price of $9.64 0% 13% 41% 42%

3-month average of $9.951 (3%) 9% 37% 37%

6-month average of $10.551 (9%) 3% 29% 29%

Equity value $17,200 $19,427 $24,370 $24,406

Enterprise value $12,054 $14,281 $19,224 $19,260

Unaffected absolute premium ($2,227) $0 $4,943 $4,979

Unaffected premium to enterprise value (16%) 0% 35% 35%

Pre-GS report absolute premium $0 $2,227 $7,170 $7,206

Pre-GS report premium to enterprise value 0% 18% 59% 60%

EV/EBITDA EBITDA

FY14E int. plan $4,661 2.6x 3.1x 4.1x 4.1x

FY14E prelim. BoD plan $4,286 2.8x 3.3x 4.5x 4.5x

EV/EBITDA (cash adjusted)2

FY14E int. plan $4,661 3.5x 4.0x 5.1x 5.1x

FY14E prelim. BoD plan $4,286 3.8x 4.4x 5.5x 5.5x

P/E EPS

FY14E int. plan $1.76 5.5x 6.2x 7.7x 7.8x

FY14E prelim. BoD plan $1.59 6.1x 6.8x 8.6x 8.6x

Source: Company filings, management estimates, FactSet; market data as of 2/1/13

1 Based on unaffected date of 1/11/13

2 Enterprise value adjusted for repatriation of foreign cash, assuming a friction cost of 35%

3 $13.65 in cash with quarterly dividends of $0.08 per share through closing

DENALI 15 J.P.Morgan

TRANSACTION OVERVIEW AND VALUATION ANALYSIS

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Illustrative sources and uses at $13.65 per share

$ in millions

Sources Amount

Rolled existing IG notes $3,990

Structured financing debt $2,660

ABL revolver (c. $2B Capacity) $500

New CLO $1,500

New Term Loan B $4,000

1st Lien Secured Notes $2,000

2nd Lien Secured Notes $1,250

Mallard Subordinated Notes $2,000

Total debt $17,900

Founding shareholder roll @ $13.36 $3,653

Founding shareholder new equity (tranche 1) $500

Founding shareholder new equity (tranche 2) $250

New Salamander / co-investor equity $1,400

Total equity $5,803

Total cash sources $23,703

$ in millions

Uses Amount

Equity value (Incl. vested RSUs / ITM options)1 $23,997

Balance sheet cash / investments at close ($13,482)

Restricted cash $1,800

Cash needed for working capital at close $3,200

Excess cash left on balance sheet $685

Cash ($7,797)

Existing IG notes $5,390

Existing structured financing debt $1,401

Existing commercial paper $71

Existing debt $6,862

Conservative estimate of deal fees & expenses $640

Total cash uses $23,703

Source: Salamander analysis

1 Excludes unvested RSUs and PBUs and difference between purchase price per share and founding shareholder equity roll per share

DENALI 16 J.P.Morgan

TRANSACTION OVERVIEW AND VALUATION ANALYSIS

Strictly Private and Confidential

Preliminary Analysis – For Discussion Purposes Only

DRAFT

Select operating

CY11A rev. growth1 CY12E rev. growth1 CY13E rev. growth1 CY13E EBIT mgn. CY12-14E E PS CAGR

EUC S&P Enterprise Services Software

Denali (Street) hp ASUS lenovo acer Insight AVNET Tech Data2 INGRAM3 Micro Microsoft EMC2 NetApp ORACLE CISCO IBM WIPRO xerox CSC bmcsoftware symantec ca

(0.1)% (0.4)% (10.9)% (24.4)% (0.6)% (1.0)%

35.5% Median: (10.9)% 9.9% 9.7% 8.7% 5.0% Median: 9.2% 7.7% 16.0% 13.3% 18.6% 5.4% 6.8% Median: 10.5% 18.5% Median: (0.6)% 5.8% 5.6% 7.0% Median: 5.8%

(11.0)% (6.8)% (9.5)% (4.8)% (5.3)% (2.4)% (1.0)% (3.2)% (0.8)%

9.3% 20.0% Median: 9.3% 0.0% 0.1% Median: (2.4)% 5.5% 8.2% 2.6% 1.2% 4.3% Median: 3.4% 17.8% Median: (1.0)% 3.1% 3.8% Median: 3.1%

(4.1)% (5.8)% (0.7)% (1.6%) (0.3)%

15.4% 11.1% 0.7% Median: 11.1% 1.8% 1.2% 0.6% Median: 0.9% 8.2% 8.1% 6.5% 4.5% 4.5% 1.4% Median: 5.5% 11.3% 0.8% Median: 0.8% 3.8% 1.8% Median: 1.8%

6.7% 8.2% 5.2% 2.5% 1.1% Median: 2.5% 3.1% 3.2% 1.2% 1.4% Median: 2.3% 37.4% 21.6% 11.1% 46.6% 25.7% 22.6% Median:24.1% 16.8% 9.1% 4.6% Median: 9.1% 27.6% 23.4% 32.2% Median: 27.6%

(1.4)% (6.3)%

7.5% 21.1% nm Median: 14.3% 5.3% 7.7% 13.7% 24.1% Median: 10.7% 13.2% 17.1% 29.3% 11.0% 11.7% 10.0% Median: 12.4% 10.7% 7.7% 10.7% Median: 10.7% 24.3% 16.3% 5.9% Median: 16.3%

Source: Company filings, Wall Street research, FactSet; market data as of 2/1/13

Note: Companies sorted by CY2012 – 13E organic revenue growth in descending order; Denali January FYE shown as calendar year; medians exclude Denali and HP; EBIT and EPS include stock-based comp expense but exclude non-recurring items; Insight CY11–13 EPS CAGR shown

1 Represents organic growth; 2 Tech Data CY13E EBIT margin not pro-forma for acquisition of select distribution companies from SDG; 3 Ingram Micro CY13E EBIT margin pro-forma for acquisition of Brightpoint

TRANSACTION OVERVIEW AND VALUATION ANALYSIS

DENALI 17 J.P.Morgan

DRAFT Preliminary Analysis – For Discussion Purposes Only Strictly Private and Confidential

Current trading dynamics

EUC

S&P

Enterprise

Services

Software

Denali (Street) 2

hp

ASUS

lenovo

acer

Insight

AVNET

Tech Data2

INGRAM3

MICRO

Microsoft

EMC2

NetApp

ORACLE

CISCO

IBM

WIPRO

xerox

CSC

bmcsoftware

symantec

ca

CY13E EV/EBITDA

3.3x

3.7x

6.0x

6.9x

7.8x

Median: 6.9x

4.2x

6.5x

5.0x

4.7x

Median: 4.8x

5.4x

8.2x

8.7x

8.7x

6.1x

9.0x

Median: 8.4x

10.1x

5.5x

4.1x

Median: 5.5x

7.6x

6.5x

5.4x

Median: 6.5x

Cash adj. CY13E EV/EBITDA1

4.3x

4.0x

6.0x

6.9x

7.8x

Median: 6.9x

4.4x

6.5x

5.3x

4.7x

Median: 5.0x

5.6x

8.8x

9.6x

9.1x

7.0x

9.1x

Median: 8.9x

10.1x

5.5x

4.3x

Median: 5.5x

7.8x

6.9x

5.6x

Median: 6.9x

CY13E P / E

6.6x

4.9x

11.0x

15.5x

25.0x

Median: 15.5x

8.9x

9.5x

9.1x

7.7x

Median: 9.0x

9.3x

14.5x

20.5x

12.7x

11.0x

12.2x

Median: 12.5x

14.3x

7.2x

15.9x

Median: 14.3x

13.7x

13.3x

10.9x

Median: 13.3x

3-year NTM5 EV/EBITDA

15.0x

12.0x

9.0x

6.0x

3.0x

0.0x

2/1/10

9/8/10

4/15/11

11/20/11

6/26/12

2/1/13

Denali

HP

EUC

Enterprise

Denali

HP

EUC Enterprise

Current 2

3.3x

3.7x

7.4x

6.7x

Pre-GS report 6

2.7x

3.2x

6.6x

6.3x

1-year avg.

3.4x

3.9x

6.0x

6.7x

2-year avg.

3.6x

4.1x

6.3x

7.1x

3-year avg.

3.9x

4.7x

6.5x

7.6x

7.4x

6.7x

3.7x

3.3x

3-year NTM5 P/E

Denali

HP

EUC

Enterprise

S&P500

Current 2

6.6x

4.9x

12.2x

12.0x

13.0x

Pre-GS report 6

5.8x