This management's discussion and analysis is based upon the financial statements
of Secureworks which have been prepared in accordance with accounting principles
generally accepted in the United States, or GAAP, and should be read in
conjunction with our audited financial statements and related notes for the year
ended January 28, 2022 included in Part II, Item 8 of our Annual Report on Form
10-K for the fiscal year ended January 28, 2022 filed with the SEC on March 23,
2022, which we refer to as the Annual Report. In addition to historical
financial information, the following discussion contains forward-looking
statements that reflect our plans, estimates, beliefs, expected future responses
to and effects of the COVID-19 pandemic, the Ukraine/Russia conflict, inflation
concerns and other characterizations of future events or circumstances. Our
actual results could differ materially from those discussed or implied in our
forward-looking statements. Factors that could cause or contribute to these
differences include those discussed in "Risk Factors" in Part I, Item 1A of our
Annual Report.

Our fiscal year is the 52- or 53-week period ending on the Friday closest to
January 31. We refer to the fiscal year ending February 3, 2023 and the fiscal
year ended January 28, 2022 as fiscal 2023 and fiscal 2022, respectively. Fiscal
2023 has 53 weeks and fiscal 2022 had 52 weeks. In fiscal 2023, each quarter has
13 weeks, except for the fourth quarter, which will have 14 weeks. Unless
otherwise indicated, all changes identified for the current-period results
represent comparisons to results for the prior corresponding fiscal periods.

All percentage amounts and ratios presented in this management's discussion and analysis were calculated using the underlying data in thousands.



Except where the context otherwise requires or where otherwise indicated, (1)
all references to "Secureworks," "we," "us," "our" and "our Company" in this
management's discussion and analysis refer to SecureWorks Corp. and our
subsidiaries on a consolidated basis, (2) all references to "Dell" refer to Dell
Inc. and its subsidiaries on a consolidated basis and (3) all references to
"Dell Technologies" refer to Dell Technologies Inc., the ultimate parent company
of Dell Inc.

Overview

We are a leading global cybersecurity provider of technology-driven solutions
singularly focused on protecting our customers by outpacing and outmaneuvering
the adversary.

Our vision is to be the essential cybersecurity company for a digitally
connected world by providing the security platform of choice to deliver our
holistic approach to security at scale for our customers to achieve their best
security outcomes. We combine considerable experience from securing thousands of
customers, processing billions of customer events with our machine-learning
capabilities in our security platform, and actionable insights from our team of
elite researchers, analysts and consultants to create a powerful network effect
that provides increasingly strong protection for our customers.

We know from our experience that security based on "point" products operating in
silos is not sufficient to outpace the adversary at scale. Through our
vendor-inclusive approach, we create integrated and comprehensive solutions by
proactively managing the collection of point products deployed by our customers
to address specific security issues and provide solutions to reduce their
cybersecurity risk.

By aggregating and analyzing data from sources around the world, we offer solutions that enable organizations to:

•prevent security breaches,

•detect malicious activity,

•respond rapidly when a security breach occurs, and

•identify emerging threats.



We believe a platform that supports innovation and collaboration enables the
power of the security community to collectively outmaneuver the adversary.
Leveraging our extensive security expertise and knowledge, we utilize unique
insights to build an integrated security platform that fuels efficient and
effective security operations for customers and partners.

The integrated approach we have pioneered enables us to deliver a broad
portfolio of security solutions to organizations of varying size and complexity.
We seek to provide the right level of security for each customer's particular
situation, which evolves as the customer's organization grows and changes over
time. Our flexible and scalable solutions support the evolving needs of the
largest, most sophisticated enterprises, as well as small and medium-sized
businesses and U.S. state and local government agencies with limited in-house
capabilities and resources.


                                       21

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We offer our customers:

•software-as-a-service, or SaaS, solutions,

•managed security services, and

•professional services, including incident response services and security risk consulting.

Our solutions leverage the proprietary technologies, security operations workflows, extensive expertise and knowledge of the tactics, techniques and procedures of the adversary that we have developed over more than two decades. As key elements of our strategy, we seek to:

•be the cloud-native SaaS security platform of choice,

•broaden our reach with security service providers to deliver our security platform globally,

•utilize our data assets to maximize the performance of our solutions, and

•empower the global security community to beat the adversary at scale.



We offer an integrated suite of technology-driven security solutions enabled by
our Taegis software platform or Counter Threat Platform and our team of
highly-skilled security experts. Our technology-driven security solutions offer
an innovative approach to prevent, detect and respond to cybersecurity breaches.
The platforms collect, aggregate, correlate and analyze billions of events daily
from our extensive customer base utilizing sophisticated algorithms to detect
malicious activity and deliver security countermeasures, dynamic intelligence
and valuable context regarding the intentions and actions of cyber adversaries.
Through our Taegis solutions and managed security services, which are sold on a
subscription basis, we provide global visibility and insight into malicious
activity, enabling our customers to detect, respond to and effectively remediate
threats quickly.

Our proprietary Taegis security platform, which we launched in fiscal 2020, was
purpose-built as a cloud-native software platform that combines the power of
machine-learning with security analytics and threat intelligence to unify
detection and response across endpoint, network and cloud environments for
better security outcomes and simpler security operations. The Taegis security
platform is a core element for our SaaS solutions, which leverage workflows
designed from our extensive security operations expertise and our integrated
orchestration and automation capabilities to increase the speed of response
actions. We expanded our Taegis SaaS applications with Vulnerability, Detection
and Response, or VDR, during fiscal 2021 with our acquisition of Delve
Laboratories Inc.

Taegis Extended Detection and Response, or XDR, VDR and Managed Detection and Response, or ManagedXDR, are the first in a suite of software-driven applications and solutions that Secureworks plans to release driven by our Taegis security platform.



In addition to our Taegis solutions and managed security services, we also offer
a variety of professional services, which include incident response and security
and risk consulting, to accelerate adoption of our software solutions. We advise
customers on a broad range of security and risk-related matters through both
project-based and long-term contracts in addition to our Taegis solutions and
managed security services.

COVID-19

In December 2019, a novel strain of the coronavirus, COVID-19, was reported in
mainland China. The World Health Organization declared the outbreak to
constitute a "pandemic" on March 11, 2020. This led to a significant disruption
of normal business operations globally, as businesses, including Secureworks,
implemented modifications to protect employees by restricting travel and
directing employees to work-from-home, in some instances as required by federal,
state and local authorities. While we instituted a global work-from-home policy
beginning in March 2020, we did not incur significant disruptions in our
business operations or a material impact on our results of operations, financial
condition, liquidity or capital resources for the three and nine months ended
October 28, 2022. We have experienced a limited reduction in customer demand for
our solutions that we believe is attributable to COVID-19, which may impact our
results in future periods.

We continue to actively monitor the impacts and potential impacts of the
COVID-19 pandemic in all aspects of our business. The extent of the impact of
COVID-19 on our future operational and financial performance will depend on
various developments, including the duration and spread of variations of the
virus, effectiveness and acceptance of vaccines deployed to contain the virus,
impact on our employees, customers and vendors, impact on our customers'
liquidity and our volume of sales, and length of our sales cycles, none of which
can be predicted with certainty. The pandemic might further curtail customer
spending, lead to delayed or deferred purchasing decisions, lengthen sales
cycles and result in delays in receiving customer or partner payments. These
effects, individually or in the aggregate, could have a material negative impact
on our future results of operations and financial condition. Due to our
subscription-based business model, any such effects of COVID-19 may not be fully
reflected in our results of operations until future periods.
                                       22
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Key Factors Affecting Our Performance



We believe that our future success will depend on many factors, including the
adoption of our Taegis solutions by organizations, continued investment in our
technology and threat intelligence research, our introduction of new solutions,
our ability to increase sales of our solutions to new and existing customers and
our ability to attract and retain top talent. Although these areas present
significant opportunities, they also present risks that we must manage to ensure
our future success. We operate in an intensely competitive industry and face,
among other competitive challenges, pricing pressures within the information
security market as a result of action by our larger competitors to reduce the
prices of their security prevention, detection and response solutions, as well
as the prices of their managed security services. We must continue to manage our
investments in an efficient manner and effectively execute our strategy to
succeed. If we are unable to address these challenges, our business could be
adversely affected.

The key factors affecting our performance include the following:



Transition to Taegis Solutions. Commencing in fiscal 2021, we began
transitioning customers away from non-strategic other managed security
subscription services to Taegis subscription solutions. In line with this
transition strategy, we informed customers early in the fourth quarter of fiscal
2022 that many of our other managed security subscription services would no
longer be available for purchase effective as of the beginning of fiscal 2023,
as many of those services offer a natural transition to our Taegis platform.
Renewals associated with many of our existing other managed security
subscription services are not expected to extend beyond the end of fiscal 2023.
Although we believe this business transition will enable us to offer security
services with higher profit margins, we will continue to incur substantial costs
in connection with the transition and, during the transition period, we could
lose competitive bids to other cybersecurity solutions providers for the sale of
such services.

Adoption of Technology-Driven Solution Strategy. The evolving landscape of
applications, modes of communication and IT architectures makes it increasingly
challenging for organizations of all sizes to protect their critical business
assets, including proprietary information, from cyber threats. New technologies
heighten security risks by increasing the number of ways a threat actor can
attack a target, by giving users greater access to important business networks
and information and by facilitating the transfer of control of underlying
applications and infrastructure to third-party vendors. An effective cyber
defense strategy requires the coordinated deployment of multiple products and
solutions tailored to an organization's specific security needs. Our integrated
suite of solutions, including our new Taegis offerings, is designed to
facilitate the successful implementation of such a strategy, but continuous
investment in, and adaptation of, our technology will be required as the threat
landscape continues to evolve rapidly. The degree to which prospective and
current customers recognize the mission-critical nature of our technology-driven
information security solutions, and subsequently allocate budget dollars to our
solutions, will affect our future financial results.

Investment in Our Technology and Threat Intelligence Research. Our software
platforms constitute the core of our technology-driven security solutions. They
provide our customers with an integrated perspective and intelligence regarding
their network environments and security threats. Our software platforms are
augmented by our Counter Threat Unit research team, which conducts exclusive
research into threat actors, uncovers new attack techniques, analyzes emerging
threats and evaluates the risks posed to our customers. Our performance is
significantly dependent on the investments we make in our research and
development efforts and on our ability to be at the forefront of threat
intelligence research and adapt these software platforms to new technologies as
well as to changes in existing technologies. This is an area in which we will
continue to invest, while leveraging a flexible staffing model to align with
solutions development. We believe that investment in our Taegis security
platform and solutions will contribute to long-term revenue growth, but such
investment may continue to adversely affect our prospects for near-term
profitability.

Introduction of New Security Solutions. Our performance is significantly
dependent on our ability to continue to innovate and introduce new information
security solutions, such as our Taegis solutions, that protect our customers
from an expanding array of cybersecurity threats. We continue to invest in
solutions innovation and leadership, including by hiring top technical talent
and focusing on core technology innovation. In addition, we will continue to
evaluate and utilize third-party proprietary technologies, where appropriate,
for the continuous development of complementary offerings. We cannot be certain
that we will realize increased revenue from our solutions development
initiatives. We believe that our investment in solutions development will
contribute to long-term revenue growth, but such investment may continue to
adversely affect our prospects for near-term profitability.


                                       23
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Investments in Expanding Our Customer Base and Deepening Our Customer
Relationships. To support future sales, we will need to continue to devote
resources to the development of our global sales force. We have made and plan to
continue to make significant investments in expanding our go-to-market efforts
with direct sales, channel partners and marketing. Any investments we make in
our sales and marketing operations will occur before we realize any benefits
from such investments. The investments we have made, or intend to make, to
strengthen our sales and marketing efforts may not result in an increase in
revenue or an improvement in our results of operations. Although we believe our
investment in sales and marketing will help us improve our results of operations
in the long term, the resulting increase in operating expenses attributable to
these sales and marketing functions may continue to affect our profitability in
the near term. The continued growth of our business also depends in part on our
ability to sell additional solutions to our existing customers. As our customers
realize the benefits of the solutions they previously purchased, our portfolio
of solutions provides us with a significant opportunity to expand these
relationships.

Investment in Our People. The difficulty in providing effective information
security is exacerbated by the highly competitive environment for identifying,
hiring and retaining qualified information security professionals. Our
technology leadership, brand, exclusive focus on information security,
customer-first culture, and robust training and development program have enabled
us to attract and retain highly talented professionals with a passion for
building a career in the information security industry. These professionals are
led by a highly experienced and tenured management team with extensive IT
security expertise and a record of developing successful new technologies and
solutions to help protect our customers. We will continue to invest in
attracting and retaining top talent to support and enhance our information
security offerings.

Key Operating Metrics



Commencing in fiscal 2021, we began transitioning our subscription customers to
our Taegis solutions from our non-strategic, lower margin other managed security
subscription services. This transition has resulted in a decline in both our
total customer base and total annual recurring revenue. Despite these declines,
our gross profit has remained relatively stable and our gross margins have
increased. We believe the transition of our subscription business to our Taegis
solutions is resulting in a higher value, higher margin business. As part of our
ongoing transition, early in the fourth quarter of fiscal 2022, we announced
that many of our other managed security subscription services would no longer be
available for purchase effective as of the beginning of fiscal 2023, as many of
those services offer a natural transition to our Taegis platforms. Renewals
associated with many of our existing other managed security subscription
services are not expected to extend beyond the end of fiscal 2023.

The transition has resulted in the growth of our Taegis portfolio of
technology-driven information security solutions offered to customers of all
sizes and across all industries. We have achieved this organic growth by
re-solutioning existing customers to our Taegis offerings, which generate more
average revenue per customer, and through continued expansion in volume and
breadth of the Taegis solutions we deploy. The transformation of our Taegis
subscription-based model has required ongoing investment in our business, which
has contributed to higher net losses. We believe these investments are critical
to our long-term success, although they may continue to impact our prospects for
near-term profitability.

Relevant key operating metrics are presented below as of the dates indicated and for the fiscal periods then ended.



                                                                     October 28, 2022         October 29, 2021
Managed security subscription customer base                                  1,600                    2,900
Taegis subscription customer base                                            1,600                      800
Total subscription customer base                                             2,900                    3,500

Total customer base                                                          4,800                    5,100

Managed security annual recurring revenue (in millions)             $        119.9           $        282.4
Taegis annual recurring revenue (in millions)                                222.2                    123.1
Total annual recurring revenue (in millions)                        $        342.1           $        405.5

Managed security average subscription revenue per customer (in $

   77.0           $         97.5

thousands)

Taegis average subscription revenue per customer (in thousands) $

  139.2           $        149.1

Total average subscription revenue per customer (in thousands) $

  116.1           $        115.3

Net revenue retention rate                                                      83   %                   91   %


Taegis Subscription Customer Base and Managed Security Subscription Customer
Base. We define our Taegis subscription customer base and managed security
subscription customer base as the number of customers who have a subscription
agreement for that respective offering as of a particular date. Some customers
may have subscription agreements for both security offerings to address their
current security needs.
                                       24
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Total Subscription Customer Base. We define our total subscription customer base
as the number of unique customers who have a subscription agreement for our
Taegis solutions and/or managed security services as of a particular date. We
believe that growing our existing customer base and our ability to grow our
average subscription revenue per customer represent significant future revenue
opportunities for us.

Total Customer Base. We define total customer base as the number of customers
that subscribe to our Taegis SaaS applications and managed security services and
customers that buy professional and other services from us, as of a particular
date.

Total Annual Recurring Revenue. We define total annual recurring revenue as of
the measurement date. Changes to recurring revenue may result from the expansion
of our offerings and sales of additional solutions to our existing customers, as
well as the timing of customer renewals.

Total Average Subscription Revenue Per Customer. Total average subscription
revenue per customer is primarily related to the persistence of cyber threats
and the results of our sales and marketing efforts to increase the awareness of
our solutions. Our customer composition of both enterprise and small and medium
sized businesses provides us with an opportunity to expand our professional
services revenue. As of October 28, 2022 and October 29, 2021, approximately 51%
and 59%, respectively, of our professional services customers subscribed to our
Taegis solutions or managed security services.

Net Revenue Retention Rate. Net revenue retention rate is an important measure
of our success in retaining and growing revenue from our subscription-based
customers. To calculate our revenue retention rate for any period, we compare
the annual recurring revenue of our subscription-based customers at the
beginning of the fiscal year (base recurring revenue) to the same measure from
that same cohort of customers at the end of the fiscal year (retained recurring
revenue). By dividing the retained recurring revenue by the base recurring
revenue, we measure our success in retaining and growing installed revenue from
the specific cohort of customers we served at the beginning of the period. Our
calculation includes the positive revenue impacts of selling and installing
additional solutions to this cohort of customers and the negative revenue
impacts of customer or service attrition during the period. The calculation,
however, does not include the positive impact on revenue from sales of solutions
to any customers acquired during the period. Our net revenue retention rates may
increase or decline from period to period as a result of various factors,
including the timing of solutions installations and customer renewal rates.


                                       25
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Non-GAAP Financial Measures



We use supplemental measures of our performance, which are derived from our
financial information, but which are not presented in our financial statements
prepared in accordance with generally accepted accounting principles in the
United States of America, referred to as GAAP. Non-GAAP financial measures
presented in this management's discussion and analysis include non-GAAP cost of
revenue, non-GAAP subscription cost of revenue, non-GAAP professional services
cost of revenue, non-GAAP gross profit, non-GAAP subscription gross profit,
non-GAAP professional services gross profit, non-GAAP gross margin, non-GAAP
subscription gross margin, non-GAAP professional services gross margin, non-GAAP
operating expenses, non-GAAP research and development expenses, non-GAAP sales
and marketing expenses, non-GAAP general and administrative expenses, non-GAAP
operating income (loss), non-GAAP net (loss) income, non-GAAP (loss) earnings
per share and adjusted EBITDA. We use non-GAAP financial measures to supplement
financial information presented on a GAAP basis. We believe these non-GAAP
financial measures provide useful information to help evaluate our operating
results by facilitating an enhanced understanding of our operating performance
and enabling more meaningful period-to-period comparisons.

There are limitations to the use of the non-GAAP financial measures presented in
this management's discussion and analysis. Our non-GAAP financial measures may
not be comparable to similarly titled measures of other companies. Other
companies, including companies in our industry, may calculate non-GAAP financial
measures differently than we do, limiting the usefulness of those measures for
comparative purposes.

The non-GAAP financial measures we present, as defined by us, exclude the items
described in the reconciliation below. As the excluded items can have a material
impact on earnings, our management compensates for this limitation by relying
primarily on GAAP results and using non-GAAP financial measures supplementally.
The non-GAAP financial measures are not meant to be considered as indicators of
performance in isolation from or as a substitute for revenue, gross profit,
subscription cost of revenue, professional services cost of revenue, operating
expense, research and development expenses, sales and marketing expenses,
general and administrative expenses, operating income (loss), net income (loss),
earnings (loss) per share in accordance with GAAP and should be read only in
conjunction with financial information presented on a GAAP basis.

Reconciliation of Non-GAAP Financial Measures



The table below presents a reconciliation of each non-GAAP financial measure to
its most directly comparable GAAP financial measure. We encourage you to review
the reconciliations in conjunction with the presentation of the non-GAAP
financial measures for each of the periods presented. In future fiscal periods,
we may exclude such items and may incur income and expenses similar to these
excluded items. Accordingly, the exclusion of these items and other similar
items in our non-GAAP presentation should not be interpreted as implying that
these items are non-recurring, infrequent or unusual.

The following is a summary of the items excluded from the most comparable GAAP financial measures to calculate our non-GAAP financial measures:



•Amortization of Intangible Assets. Amortization of intangible assets consists
of amortization associated with external software development costs capitalized
and acquired customer relationships and technology. In connection with the
acquisition of Dell by Dell Technologies in fiscal 2014 and our acquisition of
Delve Laboratories Inc. in fiscal 2021, our tangible and intangible assets and
liabilities associated with customer relationships and technology were accounted
for and recognized at fair value on the related transaction date.

•Stock-based Compensation Expense. Non-cash stock-based compensation expense
relates to Secureworks' equity plan. We exclude such expense when assessing the
effectiveness of our operating performance since stock-based compensation does
not necessarily correlate with the underlying operating performance of the
business.

•Aggregate Adjustment for Income Taxes. The aggregate adjustment for income
taxes is the estimated combined income tax effect for the adjustments mentioned
above. The tax effects are determined based on the tax jurisdictions where the
above items were incurred.
                                       26
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                                                         Three Months Ended                      Nine Months Ended
                                                   October 28,         October 29,                     October 28,         October 29,
                                                      2022                2021                            2022                2021

                                                       (in thousands, except per share data)
GAAP net revenue(1)                               $  110,942          $  133,699                      $  348,139          $  407,334

GAAP subscription cost of revenue                 $   32,136          $   34,888                      $   99,022          $  109,423
Amortization of intangibles                           (4,371)             (4,109)                        (12,751)            (11,972)
Stock-based compensation expense                        (167)                (41)                           (457)               (159)
Non-GAAP subscription cost of revenue             $   27,598          $   30,738                      $   85,814          $   97,292

GAAP professional services cost of revenue $ 13,444 $ 18,002

$   45,572          $   57,157
Stock-based compensation expense                        (323)               (103)                         (1,055)               (474)

Non-GAAP professional services cost of revenue $ 13,121 $ 17,899

$   44,517          $   56,683
GAAP gross profit                                 $   65,362          $   80,809                      $  203,545          $  240,754
Amortization of intangibles                            4,371               4,109                          12,751              11,972
Stock-based compensation expense                         491                 144                           1,512                 633

Non-GAAP gross profit                             $   70,224          $   85,062                      $  217,808          $  253,359
GAAP research and development expenses            $   35,263          $   32,767                      $  102,232          $   91,336
Stock-based compensation expense                      (3,077)             (2,268)                         (8,460)             (4,908)

Non-GAAP research and development expenses $ 32,186 $ 30,499

$   93,772          $   86,428
GAAP sales and marketing expenses                 $   41,380          $   35,008                      $  121,565          $  106,098
Stock-based compensation expense                      (1,631)             (1,493)                         (4,896)             (3,241)
Non-GAAP sales and marketing expenses             $   39,749          $   33,515                      $  116,669          $  102,857

GAAP general and administrative expenses $ 24,725 $ 28,404

$   74,359          $   80,447
Amortization of intangibles                           (3,524)             (3,524)                        (10,571)            (10,571)
Stock-based compensation expense                      (4,367)             (6,157)                        (12,636)            (14,895)

Non-GAAP general and administrative expenses $ 16,834 $ 18,723

$   51,152          $   54,981
GAAP operating loss                               $  (36,006)         $  (15,370)                     $  (94,611)         $  (37,127)
Amortization of intangibles                            7,895               7,633                          23,322              22,543
Stock-based compensation expense                       9,566              10,062                          27,504              23,677

Non-GAAP operating (loss) income                  $  (18,545)         $    2,325                      $  (43,785)         $    9,093
GAAP net loss                                     $  (28,146)         $  (12,863)                     $  (74,463)         $  (31,016)
Amortization of intangibles                            7,895               7,633                          23,322              22,543
Stock-based compensation expense                       9,566              10,062                          27,504              23,677

Aggregate adjustment for income taxes                 (3,030)             (3,613)                         (8,974)             (9,073)
Non-GAAP net (loss) income                        $  (13,715)         $    1,219                      $  (32,611)         $    6,131
GAAP loss per share                               $    (0.33)         $    (0.15)                     $    (0.88)         $    (0.37)
Amortization of intangibles                             0.10                0.09                            0.28                0.27
Stock-based compensation expense                        0.12                0.12                            0.33                0.28

Aggregate adjustment for income taxes                  (0.04)              (0.04)                          (0.11)              (0.11)
Non-GAAP (loss) earnings per share *              $    (0.16)         $     0.01                      $    (0.39)         $     0.07
* Sum of reconciling items may differ from total due to rounding of individual
components
GAAP net loss                                     $  (28,146)         $  (12,863)                     $  (74,463)         $  (31,016)
Interest and other, net                                  661                 762                           1,227               2,270
Income tax benefit                                    (8,521)             (3,269)                        (21,375)             (8,381)
Depreciation and amortization                          9,213              10,051                          27,728              29,914
Stock-based compensation expense                       9,566              10,062                          27,504              23,677

Adjusted EBITDA                                   $  (17,227)         $    4,743                      $  (39,379)         $   16,464


(1) Historically the Company has presented non-GAAP net revenue as a financial
measure. There are no such adjustments that give rise to non-GAAP net revenue
for any of the periods presented. GAAP net revenue is inclusive of both
subscription and professional services revenue.

                                       27
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Our Relationship with Dell and Dell Technologies



On April 27, 2016, we completed our IPO. Upon the closing of our IPO, Dell
Technologies owned, indirectly through Dell Inc. and Dell Inc.'s subsidiaries,
all shares of our outstanding Class B common stock, which as of October 28, 2022
represented approximately 82.7% of our total outstanding shares of common stock
and approximately 97.9% of the combined voting power of both classes of our
outstanding common stock.

As a majority-owned subsidiary of Dell, we receive from Dell various corporate
services in the ordinary course of business, including finance, tax, human
resources, legal, insurance, IT, procurement and facilities related services.
The costs of these services have been charged in accordance with a shared
services agreement that went into effect on August 1, 2015, the effective date
of our carve-out from Dell. For more information regarding the allocated costs
and related party transactions, see "Notes to Condensed Consolidated Financial
Statements-Note 10-Related Party Transactions" in our condensed consolidated
financial statements included in this report.

During the periods presented in the consolidated financial statements included
in this report, Secureworks did not file separate federal tax returns, as
Secureworks was generally included in the tax grouping of other Dell entities
within the respective entity's tax jurisdiction. The income tax benefit has been
calculated using the separate return method, modified to apply the benefits for
loss approach. Under the benefits for loss approach, net operating losses or
other tax attributes are characterized as realized or as realizable by
Secureworks when those attributes are utilized or expected to be utilized by
other members of the Dell consolidated group. For more information, see "Notes
to Condensed Consolidated Financial Statements -Note 9-Income and Other Taxes"
in our condensed consolidated financial statements included in this report.

Additionally, we participate in various commercial arrangements with Dell, under
which, for example, we provide information security solutions to third-party
customers with which Dell has contracted to provide our solutions, procure
hardware, software and services from Dell, and sell our solutions through Dell
in the United States and some international jurisdictions. In connection with
our IPO, effective August 1, 2015, we entered into agreements with Dell that
govern these commercial arrangements. These agreements generally were initially
effective for up to one to three years and include extension and cancellation
options. To the extent that we choose to, or are required to, transition away
from the corporate services currently provided by Dell, we may incur additional
non-recurring transition costs to establish our own stand-alone corporate
functions. For more information regarding the allocated costs and related party
transactions, see "Notes to Condensed Consolidated Financial Statements-Note
10-Related Party Transactions" in our condensed consolidated financial
statements included in this report.
                                       28
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Components of Results of Operations

Revenue

We generate revenue from the sales of our subscriptions and professional services.



•Subscription Revenue. Subscription revenue primarily consists of subscription
fees derived from our Taegis solutions and managed security services. Taegis
subscription-based revenue currently includes two applications, Extended
Detection and Response, or XDR, and Vulnerability Detection and Response, or
VDR, along with the add-on managed service to supplement the XDR SaaS
application, referred to as Managed Detection and Response, or ManagedXDR.
Managed security service subscription-based arrangements typically include a
suite of security services, up-front installation fees and maintenance, and also
may include the provision of an associated hardware appliance. Our subscription
contracts typically range from one to three years and, as of October 28, 2022,
averaged approximately two years in duration. The revenue and any related costs
for these deliverables are recognized ratably over the contractual term,
beginning on the date on which service is made available to customers.

•Professional Services Revenue. Professional services revenue consists primarily
of incident response solutions and security and risk consulting. Professional
services engagements are typically purchased as fixed-fee and retainer-based
contracts. Professional services customers typically purchase solutions pursuant
to customized contracts that are shorter in duration. Revenue from these
engagements is recognized under the proportional performance method of
accounting. Revenue from time and materials-based contracts is recognized as
costs are incurred at amounts represented by the agreed-upon billing rates. In
general, these contracts have terms of less than one year.

The fees we charge for our solutions vary based on a number of factors,
including the solutions selected, the number of customer devices covered by the
selected solutions, and the level of management we provide for the solutions. In
the third quarter of fiscal 2023, approximately 79% of our revenue was derived
from subscription-based arrangements, attributable to Taegis solutions and
managed security services, while approximately 21% was derived from professional
services engagements. As we respond to the evolving needs of our customers, the
relative mix of subscription-based solutions and professional services we
provide our customers may fluctuate. International revenue, which we define as
revenue contracted through non-U.S. entities, represented approximately 34% and
33% of our total net revenue in the third quarter fiscal 2023 and fiscal 2022,
respectively. Although our international customers are located primarily in the
United Kingdom, Japan, Australia and Canada, we provided our Taegis solutions or
managed security services to customers across 80 countries as of October 28,
2022.

Over all of the periods presented in this report, our pricing strategy for our
various offerings was relatively consistent, and accordingly did not
significantly affect our revenue growth. However, we may adjust our pricing to
remain competitive and support our strategic initiatives.

Cost of Revenue

Our cost of revenue consists of costs incurred to provide subscription and professional services.



•Cost of Subscription Revenue. Cost of subscription revenue consists primarily
of personnel-related expenses associated with maintaining our platforms and
delivering managed services to our subscription customers, as well as hosting
costs for these platforms. Personnel-related expenses consist primarily of
salaries, benefits and performance-based compensation. Also included in cost of
subscription revenue are amortization of equipment and costs associated with
hardware utilized as part of providing subscription services, amortization of
technology licensing fees, amortization of intangible assets, amortization of
external software development costs capitalized, maintenance fees and overhead
allocations. As our business grows, the cost of subscription revenue associated
with our solutions may fluctuate.

•Cost of Professional Services. Cost of professional services revenue consists
primarily of personnel-related expenses, such as salaries, benefits and
performance-based compensation. Also included in cost of professional services
revenue are fees paid to contractors who supplement or support our solutions,
maintenance fees and overhead allocations. As our business grows, the cost of
professional services revenue associated with our solutions may fluctuate.
                                       29
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Gross Profit and Margin



Gross margin, or gross profit as a percentage of revenue, has been and will
continue to be affected by a variety of factors, including the mix between our
existing solutions, introduction of new solutions, personnel-related costs and
cloud hosting costs. We expect our gross margins to fluctuate depending on these
factors, but we expect them to increase over time with expected growth and
higher mix of Taegis subscription solutions revenue compared to managed security
services and professional services revenue. As we balance revenue growth and
continue to invest in initiatives to drive the efficiency of our business,
however, we expect gross margin as a percentage of total revenue to continue to
fluctuate from period to period.

Operating Costs and Expenses

Our operating costs and expenses consist of research and development expenses, sales and marketing expenses and general and administrative expenses.



•Research and Development, or R&D, Expenses. Research and development expenses
include compensation and related expenses for the continued development of our
solutions offerings, including a portion of expenses related to our threat
research team, which focuses on the identification of system vulnerabilities,
data forensics and malware analysis. R&D expenses also encompass expenses
related to the development of prototypes of new solutions offerings and
allocated overhead. Our customer solutions have generally been developed
internally. We operate in a competitive and highly technical industry.
Therefore, to maintain and extend our technology leadership, we intend to
continue to invest in our R&D efforts by hiring more personnel to enhance our
existing security solutions and to add complementary solutions.

•Sales and Marketing, or S&M, Expenses. Sales and marketing expenses include
salaries, sales commissions and performance-based compensation benefits and
related expenses for our S&M personnel, travel and entertainment, marketing and
advertising programs (including lead generation), customer advocacy events, and
other brand-building expenses, as well as allocated overhead. As we continue to
grow our business, both domestically and internationally, we will invest in our
sales capability, which will increase our sales and marketing expenses in
absolute dollars.

•General and Administrative, or G&A, Expenses. General and administrative
expenses include primarily the costs of human resources and recruiting, finance
and accounting, legal support, information management and information security
systems, facilities management, corporate development and other administrative
functions, and are partially offset by allocations of information technology and
facilities costs to other functions.

Interest and Other, Net



Interest and other, net consists primarily of the effect of exchange rates on
our foreign currency-denominated asset and liability balances and interest
income earned on our cash and cash equivalents. All foreign currency transaction
adjustments are recorded as foreign currency gains (losses) in the Consolidated
Statements of Operations. To date, we have had minimal interest income.

Income Tax Benefit



Our effective tax benefit rate was 23.2% and 22.3% for the three and nine months
ended October 28, 2022, respectively, and 20.3% and 21.3% for the three and nine
months ended October 29, 2021, respectively. The change in effective tax rate
between the periods was primarily attributable to the impact of certain
adjustments related to the vesting of stock-based compensation awards and the
recognition of additional benefits relating to research and development credits.

We calculate a provision for income taxes using the asset and liability method,
under which deferred tax assets and liabilities are recognized by identifying
the temporary differences arising from the different treatment of items for tax
and accounting purposes. We provide valuation allowances for deferred tax
assets, where appropriate. We file U.S. federal returns on a consolidated basis
with Dell and we expect to continue doing so until such time (if any) as we are
deconsolidated for tax purposes with respect to the Dell consolidated group.
According to the terms of the tax matters agreement between Dell Technologies
and Secureworks that went into effect on August 1, 2015, Dell Technologies will
reimburse us for any amounts by which our tax assets reduce the amount of tax
liability owed by the Dell group on an unconsolidated basis. For a further
discussion of income tax matters, see "Notes to Condensed Consolidated Financial
Statements-Note 9-Income and Other Taxes" in our condensed consolidated
financial statements included in this report.
                                       30
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Results of Operations

Three and nine months ended October 28, 2022 compared to the three and nine months ended October 29, 2021

The following tables summarize our key performance indicators for the three and nine months ended October 28, 2022 and October 29, 2021.



                                                                   Three Months Ended                                                                    Nine Months Ended
                                                     October 28, 2022                                   October 29, 2021                               October 28, 2022                                  October 29, 2021
                                                                       % of                                               % of
                                                  $                   Revenue                        $                   Revenue                  $                   % of Revenue                  $                   % of Revenue

                                                                                                           (in thousands, except percentages)
Net revenue:
Subscription                              $        87,191                78.6  %             $       102,992                77.0  %       $       271,926                     78.1  %       $       309,488                     76.0  %
Professional Services                              23,751                21.4  %                      30,707                23.0  %                76,213                     21.9  %                97,846                     24.0  %
Total net revenue                         $       110,942               100.0  %             $       133,699               100.0  %       $       348,139                    100.0  %       $       407,334                    100.0  %
Cost of revenue:
Subscription                              $        32,136                36.9  %             $        34,888                33.9  %       $        99,022                     36.4  %       $       109,423                     35.4  %
Professional Services                              13,444                56.6  %                      18,002                58.6  %                45,572                     59.8  %                57,157                     58.4  %
Total cost of revenue                     $        45,580                41.1  %             $        52,890                39.6  %       $       144,594                     41.5  %       $       166,580                     40.9  %
Total gross profit                        $        65,362                58.9  %             $        80,809                60.4  %       $       203,545                     58.5  %       $       240,754                     59.1  %
Operating expenses:
Research and development                  $        35,263                31.8  %             $        32,767                24.5  %       $       102,232                     29.4  %       $        91,336                     22.4  %
Sales and marketing                                41,380                37.3  %                      35,008                26.2  %               121,565                     34.9  %               106,098                     26.0  %
General and administrative                         24,725                22.3  %                      28,404                21.2  %                74,359                     21.4  %                80,447                     19.7  %
Total operating expenses                  $       101,368                91.4  %             $        96,179                71.9  %       $       298,156                     85.6  %       $       277,881                     68.2  %
Operating loss                            $       (36,006)              (32.5) %             $       (15,370)              (11.5) %       $       (94,611)                   (27.2) %       $       (37,127)                    (9.0) %
Net loss                                  $       (28,146)              (25.4) %             $       (12,863)               (9.6) %       $       (74,463)                   (21.4) %       $       (31,016)                    (7.6) %

Other Financial Information (1)



Non-GAAP cost of revenue:
Non-GAAP Subscription                     $        27,598                31.7  %             $        30,738                29.8  %       $        85,814                     31.6  %       $        97,292                     31.4  %
Non-GAAP Professional Services                     13,121                55.2  %                      17,899                58.3  %                44,517                     58.4  %                56,683                     57.9  %
Total Non-GAAP cost of revenue            $        40,718                36.7  %             $        48,637                36.4  %       $       130,331                     37.4  %       $       153,975                     37.8  %
Non-GAAP gross profit                     $        70,224                63.3  %             $        85,062                63.6  %       $       217,808                     62.6  %       $       253,359                     62.2  %
Non-GAAP operating expenses:
Non-GAAP research and development         $        32,186                29.0  %             $        30,499                22.8  %       $        93,772                     26.9  %       $        86,428                     21.2  %
Non-GAAP sales and marketing                       39,749                35.8  %                      33,515                25.1  %               116,669                     33.5  %               102,857                     25.3  %
Non-GAAP general and administrative                16,834                15.2  %                      18,723                14.0  %                51,152                     14.7  %                54,981                     13.5  %
Non-GAAP operating expenses               $        88,769                80.0  %             $        82,737                61.9  %       $       261,593                     75.1  %       $       244,266                     60.0  %
Non-GAAP operating (loss) income          $       (18,545)              (16.7) %             $         2,325                 1.8  %       $       (43,785)                   (12.6) %       $         9,093                      2.2  %
Non-GAAP net (loss) income                $       (13,715)              (12.4) %             $         1,219                 0.9  %       $       (32,611)                    (9.4) %       $         6,131                      1.5  %
Adjusted EBITDA                           $       (17,227)              (15.5) %             $         4,743                 3.5  %       $       (39,379)                   (11.3) %       $        16,464                      4.0  %


_____________________

(1)  See "Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial
Measures" for more information about these non-GAAP financial measures,
including our reasons for including the measures, material limitations with
respect to the usefulness of the measures, and a reconciliation of each non-GAAP
financial measure to the most directly comparable GAAP financial measure.
Non-GAAP financial measures as a percentage of revenue are calculated based on
total GAAP net revenue, except for non-GAAP subscription cost of revenue and
non-GAAP professional services cost of revenue measures, which are calculated
based on GAAP subscription net revenue and GAAP professional services net
revenue, respectively.
                                       31
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Revenue

The following table presents information regarding our net revenue for the three and nine months ended October 28, 2022 and October 29, 2021.



                                 Three Months Ended                          Change                           Nine Months Ended                          Change
                           October 28,         October 29,                                             October 28,         October 29,
                              2022                2021                 $                 %                2022                2021                 $                 %

                                                                                 (in thousands, except percentages)
Net revenue:
   Taegis Subscription
Solutions                 $   47,888          $   23,929          $  23,959            100.1  %       $  127,913          $   56,392          $  71,521            126.8  %
   Managed Security
Services                      39,303              79,063            (39,760)           (50.3) %          144,013             253,096           (109,083)           (43.1) %
Total Subscription
revenue                   $   87,191          $  102,992          $ (15,801)           (15.3) %       $  271,926          $  309,488          $ (37,562)           (12.1) %
Professional services         23,751              30,707             (6,956)           (22.7) %           76,213              97,846            (21,633)           (22.1) %

Total net revenue $ 110,942 $ 133,699 $ (22,757)

           (17.0) %       $  348,139          $  407,334          $ (59,195)           (14.5) %


Subscription Revenue. For the three and nine months ended October 28, 2022,
subscription revenue decreased $15.8 million, or 15.3%, and $37.6 million, or
12.1%, respectively. The revenue decrease reflects our continued focus on
reducing non-strategic service offerings and prioritizing the growth of our
Taegis subscription solutions, which includes reselling Taegis offerings to our
current managed security services customer base.

Professional Services Revenue. For the three and nine months ended October 28,
2022, professional services revenue decreased $7.0 million, or 22.7%, and $21.6
million or 22.1%, respectively. The revenue decrease reflects both our focus on
reducing non-strategic professional service offerings and an overall decrease of
billable hours when compared with the fiscal 2022 periods.

Revenue for certain services provided to or on behalf of Dell under our
commercial agreements with Dell totaled approximately $1.2 million and $4.0
million for the three and nine months ended October 28, 2022, respectively, and
$2.7 million and $8.9 million for the three and nine months ended October 29,
2021, respectively. Of the revenue derived from Dell, subscription revenue
represented approximately 18% and 24% for the three and nine months ended
October 28, 2022, and 32% and 40% for the three and nine months ended
October 29, 2021, respectively. For more information regarding the commercial
agreements, see "Notes to Condensed Consolidated Financial Statements-Note
10-Related Party Transactions" in our condensed consolidated financial
statements included in this report.

We primarily generate revenue from sales in the United States. However, for the
three and nine months ended October 28, 2022, international revenue, which we
define as revenue contracted through non-U.S. entities, totaled $37.3 million
and $116.6 million, respectively, and represented 34% of our total revenue in
both periods. For the three and nine months ended October 29, 2021,
international revenue totaled $44.3 million and $133.7 million and represented
33% and 32% of total revenue, respectively. Currently, our international
customers are primarily located in Australia, United Kingdom, Japan and Canada.
We are focused on continuing to grow our international customer base in future
periods.
                                       32
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Cost of Revenue

The following table presents information regarding our cost of revenue for the three and nine months ended October 28, 2022 and October 29, 2021.



                                    Three Months Ended                          Change                          Nine Months Ended                          Change
                              October 28,         October 29,                                            October 28,         October 29,
                                  2022                2021                $                %                2022                2021                 $                 %

                                                                                    (in thousands, except percentages)
Cost of revenue:
Subscription                 $    32,136          $  34,888          $ (2,752)            (7.9) %       $   99,022          $  109,423          $ (10,401)            (9.5) %
Professional Services             13,444             18,002            (4,558)           (25.3) %           45,572              57,157            (11,585)           (20.3) %

Total cost of revenue $ 45,580 $ 52,890 $ (7,310)

           (13.8) %       $  144,594          $  166,580          $ (21,986)           (13.2) %
Other Financial Information
Non-GAAP cost of revenue:
Non-GAAP Subscription        $    27,598          $  30,738          $ (3,140)           (10.2) %       $   85,814          $   97,292          $ (11,478)           (11.8) %
Non-GAAP Professional
Services                          13,121             17,899            (4,778)           (26.7) %           44,517              56,683            (12,166)           (21.5) %
Total Non-GAAP cost of
revenue(1)                   $    40,718          $  48,637          $ (7,919)           (16.3) %       $  130,331          $  153,975          $ (23,644)           (15.4) %




(1) See "Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial
Measures" for a reconciliation of each non-GAAP financial measure to the most
directly comparable GAAP financial measure.

Subscription Cost of Revenue. For the three months ended October 28, 2022,
subscription cost of revenue decreased $2.8 million, or 7.9%. As a percentage of
revenue, subscription cost of revenue increased 300 basis points to 36.9%. On a
non-GAAP basis, subscription cost of revenue as a percentage of revenue
increased 190 basis points to 31.7%. The decrease in subscription cost of
revenue was primarily attributable to lower employee-related expenses.

For the nine months ended October 28, 2022, subscription cost of revenue decreased $10.4 million, or 9.5%. As a percentage of revenue, subscription cost of revenue increased 100 basis points to 36.4%. On a non-GAAP basis, subscription cost of revenue as a percentage of revenue increased 20 basis points to 31.6%. The decrease in subscription cost of revenue was primarily attributable to lower employee-related expenses.



Professional Services Cost of Revenue. For the three months ended October 28,
2022, professional services cost of revenue decreased $4.6 million, or 25.3%. As
a percentage of revenue, professional services cost of revenue decreased 200
basis points to 56.6%. On a non-GAAP basis, professional services cost of
revenue as a percentage of revenue decreased 310 basis points to 55.2%. The
decrease in professional services cost of revenue was primarily attributable to
lower employee-related expenses associated with the reduction of non-strategic
professional services offerings.

For the nine months ended October 28, 2022, professional services cost of
revenue decreased $11.6 million, or 20.3%. As a percentage of revenue,
professional services cost of revenue increased 140 basis points to 59.8%. On a
non-GAAP basis, professional services cost of revenue as a percentage of revenue
increased 50 basis points to 58.4%. The decrease in professional services cost
of revenue was primarily attributable to lower employee-related expenses
associated with the reduction of non-strategic professional service offerings.

                                       33
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Gross Profit and Gross Margin



The following table presents information regarding our gross profit and gross
margin for the three and nine months ended October 28, 2022 and October 29,
2021.
                                     Three Months Ended                            Change                             Nine Months Ended                              Change
                             October 28,                                                                     October 28,
                                2022            October 29, 2021            $                  %                 2022            October 29, 2021             $                  %

                                                                                        (in thousands, except percentages)
Gross Profit:
Subscription                $      55,055       $         68,104       $ (13,049)            (19.2) %       $      172,904       $         200,065       $ (27,161)            (13.6) %
Professional Services              10,307                 12,705          (2,398)            (18.9) %               30,641                  40,689         (10,048)            (24.7) %
Total Gross Profit          $      65,362       $         80,809       $ (15,447)            (19.1) %       $      203,545       $         240,754       $ (37,209)            (15.5) %

Gross Margin:
Subscription                      63.1  %                66.1  %            (3.0) %                                63.6  %                 64.6  %            (1.0) %
Professional Services             43.4  %                41.4  %             2.0  %                                40.2  %                 41.6  %            (1.4) %
Total Gross Margin                58.9  %                60.4  %            (1.5) %                                58.5  %                 59.1  %            (0.6) %

Other Financial Information
Non-GAAP Gross Profit:
Non-GAAP Subscription       $      59,593       $         72,254       $ (12,661)            (17.5) %       $      186,112       $         212,196       $ (26,084)
Non-GAAP Professional
Services                           10,630                 12,808          (2,178)            (17.0) %               31,696                  41,163          (9,467)
Total Non-GAAP Gross
Profit(1)                   $      70,224       $         85,062       $ (14,838)            (17.4) %       $      217,808       $         253,359       $ (35,551)

Non-GAAP Gross Margin:
Non-GAAP Subscription             68.3  %                70.2  %            (1.9) %                                68.4  %                 68.6  %            (0.2) %
Non-GAAP Professional
Services                          44.8  %                41.7  %             3.1  %                                41.6  %                 42.1  %            (0.5) %
Total Non-GAAP Gross Margin       63.3  %                63.6  %            (0.3) %                                62.6  %                 62.2  %             0.4  %



(1) See "Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial
Measures" for a reconciliation of each non-GAAP financial measure to the most
directly comparable GAAP financial measure.

Subscription Gross Margin. Subscription gross margin decreased 3.0% for the
three months ended October 28, 2022 and decreased 1.0% for the nine months ended
October 28, 2022. We expect subscription gross margin to fluctuate from period
to period as we continue to prioritize the growth and delivery of comprehensive
higher-value security offerings with our Taegis subscription solutions, while
driving scale and operational efficiencies associated with reducing our
non-strategic managed security service offerings.

Subscription gross margin on a GAAP basis includes amortization of intangible assets and stock-based compensation expense. On a non-GAAP basis, excluding these adjustments, gross margin decreased 1.9% for the three months ended October 28, 2022. For the nine months ended October 28, 2022, gross margin decreased 0.2%.



Professional Services Gross Margin. Professional services gross margin increased
2.0% for the three months ended October 28, 2022. For the nine months ended
October 28, 2022, gross margin decreased 1.4%. We expect professional services
gross margin to fluctuate due to the timing of the revenue and related expense
reductions associated with the reduction of our non-strategic professional
services offerings.

Professional services gross margin on a GAAP basis includes stock-based compensation expense. On a non-GAAP basis, excluding that adjustment, gross margin increased 3.1% for the three months ended October 28, 2022. For the nine months ended October 28, 2022, non-GAAP professional services gross margin decreased 0.5%.


                                       34
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Operating Expenses

The following table presents information regarding our operating expenses during the three and nine months ended October 28, 2022 and October 29, 2021.


                                                Three Months Ended                             Change                             Nine Months Ended                             Change
                                        October 28,                                                                      October 28,
                                           2022            October 29, 2021             $                 %                 2022            October 29, 2021             $                  %

                                                                                                   (in thousands, except percentages)
Operating expenses:
Research and development               $      35,263       $          32,767       $     2,496             7.6  %       $     102,232       $          91,336       $     10,896           11.9  %
Sales and marketing                           41,380                  35,008             6,372            18.2  %             121,565                 106,098             15,467           14.6  %
General and administrative                    24,725                  28,404           (3,679)           (13.0) %              74,359                  80,447            (6,088)           (7.6) %
Total operating expenses               $     101,368       $          96,179       $     5,189             5.4  %       $     298,156       $         277,881       $     20,275            7.3  %

Other Financial Information Non-GAAP research and development $ 32,186 $ 30,499 $ 1,687

             5.5  %       $      93,772       $          86,428       $      7,344            8.5  %
Non-GAAP sales and marketing                  39,749                  33,515             6,234            18.6  %             116,669                 102,857             13,812           13.4  %
Non-GAAP general and administrative           16,834                  18,723           (1,889)           (10.1) %              51,152                  54,981            (3,829)           (7.0) %
Non-GAAP operating expenses (1)        $      88,769       $          82,737       $     6,032             7.3  %       $     261,593       $         244,266       $     17,327            7.1  %



(1) See "Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.



Research and Development Expenses. For the three months ended October 28, 2022,
R&D expenses increased $2.5 million, or 7.6%. As a percentage of revenue, R&D
expenses increased 730 basis points to 31.8%, and on a non-GAAP basis, R&D
expenses as a percentage of revenue increased 620 basis points to 29.0%. The
increase in R&D expenses was primarily attributable to higher employee-related
expenses associated with R&D personnel resulting from the continued development
of our Taegis solutions.

For the nine months ended October 28, 2022, R&D expenses increased $10.9
million, or 11.9%. As a percentage of revenue, R&D expenses increased 700 basis
points to 29.4% and on a non-GAAP basis, R&D expenses as a percentage of revenue
increased 570 basis points to 26.9%. The increase in R&D expenses was primarily
attributable to higher employee-related expenses associated with R&D personnel
resulting from the continued development of our Taegis solutions.

Sales and Marketing Expenses. For the three months ended October 28, 2022, S&M
expenses increased $6.4 million, or 18.2%. As a percentage of revenue, S&M
expenses increased 1,110 basis points to 37.3%, and on a non-GAAP basis, S&M
expenses as a percentage of revenue increased 1,070 basis points to 35.8%. The
increase in S&M expenses was primarily attributable to costs incurred in
connection with our Taegis marketing campaigns and headcount growth.

For the nine months ended October 28, 2022, S&M expenses increased $15.5
million, or 14.6%. As a percentage of revenue, S&M expenses increased 890 basis
points to 34.9%, and on a non-GAAP basis, S&M expenses as a percentage of
revenue increased 820 basis points to 33.5%. The increase in S&M expenses was
primarily attributable to costs incurred in connection with our Taegis marketing
campaigns and headcount growth, the effect of which was partially offset by a
decrease in commission expenses.

General and Administrative Expenses. For the three months ended October 28,
2022, G&A expenses decreased $3.7 million, or 13.0%. As a percentage of revenue,
G&A expenses increased 110 basis points to 22.3%, and on a non-GAAP basis, G&A
expenses as a percentage of revenue increased 120 basis points to 15.2%. The
decrease in G&A expenses were primarily attributable to lower employee-related
expenses, professional services and consulting-related costs, which were
partially offset by a higher allocation of shared expenses.

For the nine months ended October 28, 2022, G&A expenses decreased $6.1 million,
or 7.6%. As a percentage of revenue, G&A expenses increased 170 basis points to
21.4%. On a non-GAAP basis, G&A expenses as a percentage of revenue increased
120 basis points to 14.7%. The decrease in G&A expenses were primarily
attributable to lower employee-related expenses, professional services and
consulting-related costs, which were partially offset by a higher allocation of
shared expenses.
                                       35
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Operating Loss



Our operating loss for the three months ended October 28, 2022 and October 29,
2021 was $36.0 million and $15.4 million, respectively. As a percentage of
revenue, our operating loss was 32.5% and 11.5% for the three months ended
October 28, 2022 and October 29, 2021, respectively. The increase in our
operating loss was primarily attributable to our decreased gross profit and
increased operating expenses as we continue to invest in the business to drive
growth.

Our operating loss for the nine months ended October 28, 2022 and October 29,
2021 was $94.6 million and $37.1 million, respectively. As a percentage of
revenue, our operating loss was 27.2% and 9.0% for the nine months ended
October 28, 2022 and October 29, 2021, respectively. The increase in our
operating loss was primarily attributable to our decreased gross profit and
increased operating expenses as we continue to invest in the business to drive
growth.

Operating loss on a GAAP basis includes amortization of intangible assets and
stock-based compensation expense. On a non-GAAP basis, excluding these
adjustments for amortization of intangible assets and stock-based compensation
expense, our non-GAAP operating loss was $18.5 million and $43.8 million for the
three and nine months ended October 28, 2022, respectively, compared to
operating income of $2.3 million and $9.1 million for the three and nine months
ended October 29, 2021, respectively.

Interest and Other, Net



Interest and other, net represented expense of $0.7 million for the three months
ended October 28, 2022 and net expense of $1.2 million for the nine months ended
October 28, 2022, compared with net expense of $0.8 million and $2.3 million for
the three and nine months ended October 29, 2021, respectively. The change
primarily reflected the effects of foreign currency transactions and related
exchange rate fluctuations.

Income Tax Expense (Benefit)

Our income tax benefit was $8.5 million, or 23.2%, and $21.4 million, or 22.3%,
of our pre-tax loss during the three and nine months ended October 28, 2022,
respectively, and $3.3 million, or 20.3%, and $8.4 million, or 21.3%, of our
pre-tax loss during the three and nine months ended October 29, 2021,
respectively. The change in the effective tax benefit rate was primarily
attributable to the impact of certain discrete adjustments related to the
vesting of stock-based compensation awards in the current quarter and the
recognition of additional benefits related to research and development credits.

Net Income (Loss)



Our net loss of $28.1 million increased $15.3 million, or 118.8%, for the three
months ended October 28, 2022 compared to the three months ended October 29,
2021. Our net loss of $74.5 million increased $43.4 million, or 140.1%, for the
nine months ended October 28, 2022 compared to the nine months ended October 29,
2021. Net loss on a non-GAAP basis for the three months ended October 28, 2022
was $13.7 million compared to non-GAAP net income of $1.2 million for the three
months ended October 29, 2021. For the nine months ended October 28, 2022,
Non-GAAP net loss was $32.6 million compared to non-GAAP net income of $6.1
million for the nine months ended October 29, 2021. The changes on both a GAAP
and non-GAAP basis were attributable to lower revenue from our continued focus
on reducing non-strategic service offerings and to our increased operating
expenses, the effect of which was offset in part by the higher income tax
benefit recognized in the current quarter.


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Liquidity and Capital Commitments

Overview



We believe that our cash and cash equivalents will provide us with sufficient
liquidity to meet our material cash requirements, including to fund our business
and meet our obligations for at least 12 months from the filing date of this
report and for the foreseeable future thereafter. Our future capital
requirements will depend on many factors, including our rate of revenue growth,
the rate of expansion of our workforce, the timing and extent of our expansion
into new markets, the timing of introductions of new functionality and
enhancements to our solutions, potential acquisitions of complementary
businesses and technologies, continuing market acceptance of our solutions, and
general economic and market conditions. We may need to raise additional capital
or incur indebtedness to continue to fund our operations in the future or to
fund our needs for less predictable strategic initiatives, such as acquisitions.
In addition to our $30 million revolving credit facility from Dell, described
below, sources of financing may include arrangements with unaffiliated third
parties, depending on the availability of capital, the cost of funds and lender
collateral requirements

Selected Measures of Liquidity and Capital Resources

Our principal sources of liquidity, consisting of cash and cash equivalents, are set forth below as of the dates indicated.



                                       October 28, 2022       January 28, 2022

                                                    (in thousands)

          Cash and cash equivalents   $         139,032      $         220,655


Revolving Credit Facility

SecureWorks, Inc., our wholly-owned subsidiary, is party to a revolving credit
agreement with a wholly-owned subsidiary of Dell Inc. under which we have
obtained a $30 million senior unsecured revolving credit facility. Under the
facility, up to $30 million principal amount of borrowings may be outstanding at
any time. The maximum amount of borrowings may be increased by up to an
additional $30 million by mutual agreement of the lender and borrower. The
proceeds from loans made under the facility may be used for general corporate
purposes. The facility is not guaranteed by us or our subsidiaries. There was no
outstanding balance under the facility as of October 28, 2022 or January 28,
2022, and we did not borrow any amounts under the facility during any period
covered by this report. Effective March 23, 2022, the facility was amended and
restated to extend the maturity date to March 23, 2023 and to modify the annual
rate at which interest accrues to the applicable LIBOR plus 1.23%. The unused
portion of the facility is subject to a commitment fee of 0.35%, which is due
upon expiration of the facility. For more information regarding the facility,
see "Notes to Condensed Consolidated Financial Statements-Note 5-Debt" in our
condensed consolidated financial statements included in this report.


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