SecProbe.io

January 24, 2020
Paul Parrish
Senior VP & Chief Financial Officer
SecureWorks Corp
One Concourse Parkway NE
Suite 500
Atlanta, GA 30328
Re:SecureWorks Corp
Form 10-K for the Fiscal Year Ended January 31, 2019
File No. 001-37748
Dear Mr. Parrish:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 31, 2019
Business
Overview, page 4
1.Please disclose the dollar amount of backlog believed to be firm and separately
provide the portion thereof not expected to be filled within the current year.  In this
regard, we note that your remaining performance obligation disclosure excludes
performance obligations with a duration of one year or less and that a significant portion
of your arrangements are not billed in advance.  Refer to Item 101(c)(1)(viii) of
Regulation S-K.

 FirstName LastNamePaul Parrish
 Comapany NameSecureWorks Corp
 January 24, 2020 Page 2
 FirstName LastName
Paul Parrish
SecureWorks Corp
January 24, 2020
Page 2
Risk Factors
Our charter designates the Court of Chancery of the State of Delaware as the sole and exclusive
forum for certain types of actions . . ., page 38
2.You state here that your charter designates the Court of Chancery of the State of Delaware
as the exclusive forum for types of actions and proceedings that may be initiated by your
shareholders, including any "derivative action" or proceeding brought on your behalf.
Please disclose whether this provision applies to actions arising under the Securities Act
or Exchange Act. In that regard, Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to Securities Act claims, please revise your filing to state that there is
uncertainty as to whether a court would enforce such provision and to state that
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder. If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please ensure that the
exclusive forum provision in the governing documents states this clearly.
Consolidated Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition, page 73
3.You state that the hardware appliances and related maintenance agreements included in
the subscription-based solutions arrangements are incapable of being distinct within the
context of the contract as they are required to access the Counter Threat Platform.  Please
explain further the nature and delivery of your security solutions and how you determined
that maintenance and subscription services are not separately identifiable from the
hardware appliance.  In this regard, your disclosure on page 9 indicates that the Counter
Threat Appliance is a physical or virtual appliance deployed in a customer’s data center,
branch office or cloud environment, or your own data center.  Describe the standalone
functionality of the appliance without the subscription or maintenance services.  Also, tell
us whether the customer retains the hardware appliance after the initial contract term
regardless of whether or not they renew the subscription and whether a customer could
use your appliance to support a third party security solution.  Refer to ASC 606-10-25-19
and 25-21.

 FirstName LastNamePaul Parrish
 Comapany NameSecureWorks Corp
 January 24, 2020 Page 3
 FirstName LastName
Paul Parrish
SecureWorks Corp
January 24, 2020
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joyce Sweeney, Senior Staff Accountant at (202) 551-3449 or Kathleen
Collins, Accounting Branch Chief at (202) 551-3499 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Teri Miller