FAIR VALUE MEASUREMENTS

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of October 28, 2016 and January 29, 2016:



	October 28, 2016 (a)								January 29, 2016
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(in millions)
Assets:
Cash equivalents:
Money market funds	$	4,222	$	—	$	—	$	4,222	$	3,832	$	—	$	—	$	3,832
Municipal obligations	—		15		—		15		—		—		—		—
Debt securities:
U.S. government and agencies	479		520		—		999		—		—		—		—
U.S. corporate	—		1,946		—		1,946		—		—		—		—
Foreign	—		2,201		—		2,201		—		—		—		—
Municipal obligations	—		382		—		382		—		—		—		—
Asset-backed securities	—		4		—		4		—		—		—		—
Equity and other securities	158		—		—		158		—		—		—		—
Derivative instruments	—		204		—		204		—		195		—		195
Common stock purchase agreement	—		—		—		—		—		—		10		10
Total assets	$	4,859	$	5,272	$	—	$	10,131	$	3,832	$	195	$	10	$	4,037
Liabilities:
Derivative instruments	$	—	$	18	$	—	$	18	$	—	$	12	$	—	$	12
Debt - Other	—		—		—		—		—		—		28		28
Total liabilities	$	—	$	18	$	—	$	18	$	—	$	12	$	28	$	40

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(a) The Company did not transfer any securities between levels during the nine months ended October 28, 2016.

The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:

Money Market Funds — The Company's investment in money market funds that are classified as cash equivalents hold underlying investments with a weighted average maturity of 90 days or less and are recognized at fair value. The valuations of these securities are based on quoted prices in active markets for identical assets, when available, or pricing models whereby all significant inputs are observable or can be derived from or corroborated by observable market data. The Company reviews security pricing and assesses liquidity on a quarterly basis. As of October 28, 2016, the Company's U.S. portfolio had no material exposure to money market funds with a fluctuating net asset value.

Cash Equivalent Municipal Obligations — The Company's municipal obligations that are classified as cash equivalents have original maturities of 90 days or less and are recognized at fair value. The valuation methodology for these securities is the same as the methodology for non-cash equivalent municipal obligations as described in the Debt Securities section below.

Debt Securities — The majority of the Company's debt securities consist of various fixed income securities such as U.S. government and agencies, U.S. corporate, and foreign. Valuation is based on pricing models whereby all significant inputs, including benchmark yields, reported trades, broker-dealer quotes, issue spreads, benchmark securities, bids, offers, and other market related data, are observable or can be derived from or corroborated by observable market data for substantially the full term of the asset. Inputs are documented in accordance with the fair value measurements hierarchy. The Company reviews security pricing and assesses liquidity on a quarterly basis. See Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information about investments.

Equity Securities — The majority of the Company's investments in equity and other securities that are measured at fair value on a recurring basis consist of strategic investments in publicly traded companies. The valuation of these securities is based on quoted prices in active markets.

Derivative Instruments — The Company's derivative financial instruments consist primarily of foreign currency forward and purchased option contracts and interest rate swaps. The fair value of the portfolio is determined using valuation models based on market observable inputs, including interest rate curves, forward and spot prices for currencies, and implied volatilities. Credit risk is also factored into the fair value calculation of the Company's derivative instrument portfolio. See Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements for a description of the Company's derivative financial instrument activities.

Debt - Other — As of January 29, 2016, the Company recognized a portion of its short-term debt at fair value. This debt was represented by promissory notes issued on August 3, 2015 and September 14, 2015, which were extinguished during the nine months ended October 28, 2016. The Company determined fair value using a discounted cash flow model which included significant unobservable inputs and assumptions. The unobservable inputs used include projected cash outflows over varying possible maturity dates, weighted by the probability of those possible outcomes, along with assumed discount rates.

Common Stock Purchase Agreements — On September 7, 2016, in connection with the EMC merger transaction, the Company issued and sold the following shares of the Company's common stock at a purchase price of $27.50 per share to the persons identified below for an aggregate purchase price of $4.4 billion, pursuant to four separate common stock purchase agreements:


•	86,909,091 shares of Class A Common Stock to the MD Stockholders


•	16,104,050 shares of Class A Common Stock to the MSDC Stockholders


•	38,805,040 shares of Class B Common Stock to the SLP Stockholders


•	18,181,818 shares of Class C Common Stock to Temasek Holdings Private Limited ("Temasek")

The Company applied the proceeds from the sale of the shares to finance a portion of the consideration for the EMC merger transaction. Each agreement provided for price protection in the event additional equity investors purchased common stock of the Company at a lower price. The agreements with Michael S. Dell, the MSDC Stockholders, and the SLP Stockholders were not required to be remeasured to fair value and were effectively capital commitments, because of the degree of control and influence such persons could exercise over the Company. The provision relating to price protection was considered substantive to Temasek as an unrelated party. Consequently, the Company recognized the contract as an asset or liability, initially recorded at fair value of zero, with subsequent changes in fair value recorded in earnings. The Company determined the fair value of this forward contract using a Black-Scholes valuation model, which included significant unobservable inputs and assumptions.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis — Certain assets are measured at fair value on a nonrecurring basis and therefore are not included in the recurring fair value table above. These assets consist primarily of non-financial assets such as goodwill and intangible assets and investments accounted for under the cost method. See Note 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information about goodwill and intangible assets. Investments accounted for under the cost method are measured at fair value initially. Subsequently, when there is an indicator of impairment, the impairment is recognized.

Carrying Value and Estimated Fair Value of Outstanding Debt — The following table summarizes the carrying value and estimated fair value of the Company's outstanding debt as described in Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements, including the current portion, as of the dates indicated:



	October 28, 2016				January 29, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in billions)
Term Loan Facilities	$	—	$	—	$	6.1	$	6.2
Senior Secured Credit Facilities	$	15.6	$	15.9	$	—	$	—
Senior First Lien Notes	$	—	$	—	$	1.4	$	1.5
First Lien Notes	$	19.6	$	21.7	$	—	$	—
Unsecured Notes and Debentures	$	2.3	$	2.5	$	2.7	$	2.7
Senior Notes	$	3.1	$	3.5	$	—	$	—
EMC Notes	$	5.5	$	5.3	$	—	$	—
Bridge Facilities	$	6.1	$	6.2	$	—	$	—

The fair values of the outstanding Term Loan Facilities and Senior First Lien Notes obtained in connection with the going-private transaction, the outstanding Unsecured Notes and Debentures issued prior to the going-private transaction, the outstanding EMC Notes that remained outstanding after the EMC merger transaction, and the outstanding First Lien Notes, Senior Notes, Senior Secured Credit Facilities, and Bridge Facilities issued in connection with the EMC merger transaction were determined based on observable market prices in a less active market and were categorized as Level 2 in the fair value hierarchy. The fair values of the other short-term debt and the structured financing debt approximate their carrying values due to their short-term maturities.