(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended February 2, 2018
|
||
or
|
||
☐
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the transition period from
to
|
Delaware
|
|
80-0890963
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
Class V Common Stock, par value $0.01 per share
|
New York Stock Exchange
|
Large accelerated filer
þ
|
|
Accelerated filer
☐
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
☐
|
|
|
Emerging growth company
☐
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Client Solutions Group ("CSG")
— Offerings by CSG include branded hardware, such as personal computers ("PCs"), notebooks, and branded peripherals, such as monitors and projectors, as well as third-party software and peripherals.
|
•
|
Infrastructure Solutions Group ("ISG")
— EMC's Information Storage segment and our existing Enterprise Solutions Group were combined in Fiscal 2017 to create the Infrastructure Solutions Group. ISG enables the digital transformation of our enterprise customers through our trusted cloud and big data solutions, which are built upon a modern data center infrastructure. The comprehensive portfolio of advanced storage solutions includes traditional storage solutions as well as next-generation storage solutions (including all-flash arrays, scale-out file, object platforms, and software-defined solutions). The server portfolio includes high-performance rack, blade, tower, and hyperscale servers. The networking portfolio helps our business customers transform and modernize their infrastructure, mobilize and enrich end-user experiences, and accelerate business applications and processes. Strengths in core server and storage solutions enable us to offer leading converged and hyper-converged solutions, which allow our customers to accelerate their IT transformation by acquiring scalable integrated IT solutions instead of building and assembling their own IT platforms. ISG also offers attached software, peripherals, and services, including support and deployment, configuration, and extended warranty services.
|
•
|
VMware
— The VMware reportable segment ("VMware") reflects the operations of VMware, Inc. (NYSE: VMW) within Dell Technologies. See Exhibit 99.1 filed with this report for further details on the differences between VMware reportable segment results and VMware, Inc. results.
|
•
|
RSA
provides essential cybersecurity solutions engineered to enable organizations to detect, investigate, and respond to advanced attacks, confirm and manage identities, and, ultimately, help reduce IP theft, fraud, and cybercrime.
|
•
|
SecureWorks
(NASDAQ: SCWX) is a leading global provider of intelligence-driven information security solutions singularly focused on protecting its clients from cyber attacks.
|
•
|
Pivotal
provides a leading cloud-native platform that makes software development and IT operations a strategic advantage for customers. Pivotal's cloud-native platform, Pivotal Cloud Foundry, accelerates and streamlines software development by reducing the complexity of building, deploying and operating new cloud-native applications and modernizing legacy applications. On March 23, 2018, in preparation for an initial public offering of Pivotal's Class A common stock, Pivotal filed a registration statement on Form S-1 with the SEC. No public market currently exists for Pivotal's Class A common stock.
|
•
|
Boomi
specializes in cloud-based integration, connecting information between existing on-premise and cloud-based applications to ensure business processes are optimized, data is accurate, and workflow is reliable.
|
Name
|
|
Age
|
|
Position
|
Michael S. Dell
|
|
53
|
|
Chief Executive Officer
|
Jeremy Burton
|
|
50
|
|
Chief Marketing Officer
|
Jeffrey W. Clarke
|
|
55
|
|
Vice Chairman, Products and Operations
|
Howard D. Elias
|
|
60
|
|
President, Dell Services, Digital and IT
|
Marius Haas
|
|
50
|
|
President and Chief Commercial Officer
|
Steven H. Price
|
|
56
|
|
Chief Human Resources Officer
|
Karen H. Quintos
|
|
54
|
|
Chief Customer Officer
|
Rory Read
|
|
56
|
|
Chief Operating Executive and Chief Integration Officer, Dell
|
Richard J. Rothberg
|
|
54
|
|
General Counsel
|
William F. Scannell
|
|
55
|
|
President, Global Enterprise Sales and Customer Operations, Dell EMC
|
Thomas W. Sweet
|
|
58
|
|
Chief Financial Officer
|
•
|
Dell Technologies must use a substantial portion of its cash flow from operations to pay interest and principal on its senior credit facilities, its senior secured and senior unsecured notes, and its other indebtedness, which reduces funds available to Dell Technologies for other purposes such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions;
|
•
|
Dell Technologies' ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or other general corporate purposes may be impaired;
|
•
|
Dell Technologies is exposed to fluctuations in interest rates because Dell Technologies' senior credit facilities have variable rates of interest;
|
•
|
Dell Technologies' leverage may be greater than that of some of its competitors, which may put Dell Technologies at a competitive disadvantage and reduce Dell Technologies' flexibility in responding to current and changing industry and financial market conditions; and
|
•
|
Dell Technologies may be unable to comply with financial and other restrictive covenants in its senior credit facilities, the notes, and other indebtedness that limit Dell Technologies' ability to incur additional debt, make investments, and sell assets, which could result in an event of default that, if not cured or waived, would have an adverse effect on Dell Technologies' business and prospects and could force it into bankruptcy or liquidation.
|
•
|
fluctuations in demand, adoption rates, sales cycles (which have been increasing in length), and pricing levels for VMware, Inc.'s products and services;
|
•
|
changes in customers' budgets for information technology purchases and in the timing of its purchasing decisions;
|
•
|
the timing of recognizing revenues in any given quarter, which can be affected by a number of factors, including product announcements, beta programs, and product promotions that can cause revenue recognition of certain orders to be deferred until future products to which customers are entitled become available;
|
•
|
the timing of announcements or releases of new or upgraded products and services by VMware, Inc. or by its competitors;
|
•
|
the timing and size of business realignment plans and restructuring charges;
|
•
|
VMware, Inc.'s ability to maintain scalable internal systems for reporting, order processing, license fulfillment, product delivery, purchasing, billing, and general accounting, among other functions;
|
•
|
VMware, Inc.'s ability to control costs, including its operating expenses;
|
•
|
credit risks of VMware, Inc.'s distributors, who account for a significant portion of VMware, Inc.'s product revenues and accounts receivable;
|
•
|
VMware, Inc.'s ability to process sales at the end of the quarter;
|
•
|
seasonal factors, such as the end of fiscal period budget expenditures by VMware, Inc.'s customers and the timing of holiday and vacation periods;
|
•
|
renewal rates and the amounts of the renewals for enterprise agreements, as the original terms of such agreements expire;
|
•
|
the timing and amount of software development costs that may be capitalized;
|
•
|
unplanned events that could affect market perception of the quality or cost-effectiveness of VMware, Inc.'s products and solutions; and
|
•
|
VMware, Inc.'s ability to predict accurately the degree to which customers will elect to purchase its subscription-based offerings in place of licenses to its on-premises offerings.
|
•
|
the number of votes to which holders of Class A Common Stock are entitled represent approximately 72% of the total number of votes to which all holders of Dell Technologies common stock are entitled;
|
•
|
the number of votes to which holders of Class B Common Stock are entitled represent approximately 24% of the total number of votes to which all holders of Dell Technologies common stock are entitled;
|
•
|
the number of votes to which holders of Class C Common Stock are entitled represent less than 1% of the total number of votes to which all holders of Dell Technologies common stock are entitled; and
|
•
|
the number of votes to which holders of Class V Common Stock are entitled represent approximately 4% of the total number of votes to which all holders of Dell Technologies common stock are entitled.
|
•
|
Dell Technologies have a board that is composed of a majority of "independent directors," as defined under the rules of the NYSE;
|
•
|
Dell Technologies have a compensation committee that is composed entirely of independent directors; and
|
•
|
Dell Technologies have a nominating and corporate governance committee that is composed entirely of independent directors.
|
•
|
any derivative action or proceeding brought on behalf of Dell Technologies;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by any director or officer or stockholder of Dell Technologies to Dell Technologies or Dell Technologies' stockholders;
|
•
|
any action asserting a claim against Dell Technologies or any director or officer or stockholder of Dell Technologies arising pursuant to any provision of the Delaware General Corporation Law or Dell Technologies' certificate of incorporation or bylaws; or
|
•
|
any action asserting a claim against Dell Technologies or any director or officer or stockholder of Dell Technologies governed by the internal affairs doctrine.
|
•
|
the Class A common stock of VMware, Inc. ceases to be listed on the NYSE;
|
•
|
Dell Technologies ceases to own, directly or indirectly,
at least 50% of either the economic interest or the voting power of all of the outstanding classes of common equity of VMware, Inc.; or
|
•
|
the Class V Common Stock ceases to track the performance of the Class A common stock of VMware, Inc.
|
•
|
actual or anticipated fluctuations in VMware, Inc.'s operating results or in the operating results of any other businesses attributable to the Class V Group from time to time;
|
•
|
potential acquisition activity by Dell Technologies or the companies in which Dell Technologies invests;
|
•
|
adverse changes in the credit rating or credit quality of Dell Technologies and its subsidiaries;
|
•
|
issuances of additional debt or equity securities to raise capital by Dell Technologies or the companies in which Dell Technologies invests and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the groups;
|
•
|
changes in financial estimates by securities analysts regarding Class V Common Stock or the companies attributable to either of Dell Technologies' groups;
|
•
|
changes in market valuations of other companies engaged in similar lines of business;
|
•
|
the complex nature and the potential difficulties investors may have in understanding the terms of the Class V Common Stock, as well as concerns regarding the possible effect of certain of those terms on an investment in Dell Technologies' stock; and
|
•
|
general market conditions.
|
•
|
decisions as to the terms of any business relationships that may be created between the DHI Group and the Class V Group or the terms of any reallocations of assets between the groups;
|
•
|
decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of both groups;
|
•
|
decisions as to operational and financial matters that could be considered detrimental to one group but beneficial to the other;
|
•
|
decisions as to the conversion of Class V Common Stock into Class C Common Stock, which the Dell Technologies board of directors may make in its sole discretion, so long as the Class C Common Stock is then traded on a U.S. securities exchange;
|
•
|
decisions regarding the increase or decrease of the inter-group interest that the DHI Group may own in the Class V Group from time to time;
|
•
|
decisions as to the internal or external financing attributable to businesses or assets attributed to either of Dell Technologies' groups;
|
•
|
decisions as to the dispositions of assets of either of Dell Technologies' groups; and
|
•
|
decisions as to the payment of dividends on the stock relating to either of Dell Technologies' groups.
|
•
|
declare and pay a dividend on the Class V Common Stock;
|
•
|
redeem shares of the Class V Common Stock in exchange for cash, securities, or other property; or
|
•
|
so long as the Class C Common Stock is then traded on a U.S. securities exchange, convert all or a portion of the outstanding Class V Common Stock into Class C Common Stock.
|
•
|
limitations on who may call special meetings of stockholders;
|
•
|
advance notice requirements for nominations of candidates for election to the Dell Technologies board of directors and for proposals for other businesses; and
|
•
|
the existence of authorized and unissued stock, including "blank check" preferred stock, which could be issued by the Dell Technologies board of directors without approval of the holders of Dell Technologies common stock to persons friendly to Dell Technologies' then-current management, thereby protecting the continuity of Dell Technologies' management, or which could be used to dilute the stock ownership of persons seeking to obtain control of Dell Technologies.
|
|
Owned
|
|
Leased
|
||
|
(in thousands)
|
||||
U.S. facilities
|
10,176
|
|
|
5,970
|
|
International facilities
|
4,484
|
|
|
11,252
|
|
Total (a)
|
14,660
|
|
|
17,222
|
|
(a)
|
Includes
3.2 million
square feet of subleased or vacant space.
|
|
Class V Common Stock
|
||||||
|
High
|
|
Low
|
||||
Fiscal year ended February 2, 2018
|
|
|
|
||||
Fourth quarter
|
$
|
92.40
|
|
|
$
|
68.71
|
|
Third quarter
|
$
|
83.98
|
|
|
$
|
62.73
|
|
Second quarter
|
$
|
69.73
|
|
|
$
|
59.93
|
|
First quarter
|
$
|
67.80
|
|
|
$
|
62.24
|
|
Fiscal year ended February 3, 2017
|
|
|
|
||||
Fourth quarter
|
$
|
64.64
|
|
|
$
|
48.19
|
|
Third quarter (from September 7, 2016)
|
$
|
50.89
|
|
|
$
|
45.02
|
|
|
Fiscal Year 2017
|
|
|
Fiscal Year 2018
|
||||||||||||||||||||||||
|
September 7, 2016
|
|
October 28, 2016
|
|
February 3, 2017
|
|
|
May 5, 2017
|
|
August 4, 2017
|
|
November 3, 2017
|
|
February 2, 2018
|
||||||||||||||
Class V Common Stock
|
$
|
100.00
|
|
|
$
|
101.81
|
|
|
$
|
134.06
|
|
|
|
$
|
140.19
|
|
|
$
|
134.15
|
|
|
$
|
168.48
|
|
|
$
|
147.71
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
97.49
|
|
|
$
|
105.94
|
|
|
|
$
|
111.19
|
|
|
$
|
115.39
|
|
|
$
|
121.13
|
|
|
$
|
129.92
|
|
S&P 500 Systems Software Index
|
$
|
100.00
|
|
|
$
|
101.28
|
|
|
$
|
108.32
|
|
|
|
$
|
119.07
|
|
|
$
|
126.57
|
|
|
$
|
142.95
|
|
|
$
|
153.56
|
|
|
Successor
|
||||||||||||||
|
Fiscal Year Ended
|
||||||||||||||
|
February 2, 2018
|
|
February 3, 2017 (a)
|
|
January 29, 2016
|
|
January 30, 2015
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Results of Operations and Cash Flow Data:
|
|||||||||||||||
Net revenue
|
$
|
78,660
|
|
|
$
|
61,642
|
|
|
$
|
50,911
|
|
|
$
|
54,142
|
|
Gross margin
|
$
|
20,054
|
|
|
$
|
12,959
|
|
|
$
|
8,387
|
|
|
$
|
8,896
|
|
Operating loss
|
$
|
(3,333
|
)
|
|
$
|
(3,252
|
)
|
|
$
|
(514
|
)
|
|
$
|
(316
|
)
|
Loss from continuing operations before income taxes
|
$
|
(5,688
|
)
|
|
$
|
(5,356
|
)
|
|
$
|
(1,286
|
)
|
|
$
|
(1,215
|
)
|
Loss from continuing operations
|
$
|
(3,855
|
)
|
|
$
|
(3,737
|
)
|
|
$
|
(1,168
|
)
|
|
$
|
(1,108
|
)
|
Earnings (loss) per share attributable to Dell Technologies Inc.:
|
|
|
|
|
|
|
|
||||||||
Continuing operations - Class V Common Stock - basic
|
$
|
1.41
|
|
|
$
|
1.44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Continuing operations - DHI Group - basic
|
$
|
(7.08
|
)
|
|
$
|
(8.52
|
)
|
|
$
|
(2.88
|
)
|
|
$
|
(2.74
|
)
|
Continuing operations - Class V Common Stock - diluted
|
$
|
1.39
|
|
|
$
|
1.43
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Continuing operations - DHI Group - diluted
|
$
|
(7.08
|
)
|
|
$
|
(8.52
|
)
|
|
$
|
(2.88
|
)
|
|
$
|
(2.74
|
)
|
Number of weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Class V Common Stock - basic
|
203
|
|
|
217
|
|
|
—
|
|
|
—
|
|
||||
DHI Group - basic
|
567
|
|
|
470
|
|
|
405
|
|
|
404
|
|
||||
Class V Common Stock - diluted
|
203
|
|
|
217
|
|
|
—
|
|
|
—
|
|
||||
DHI Group - diluted
|
567
|
|
|
470
|
|
|
405
|
|
|
404
|
|
||||
Net cash provided by operating activities
|
$
|
6,810
|
|
|
$
|
2,309
|
|
|
$
|
2,162
|
|
|
$
|
2,551
|
|
(a)
|
The fiscal year ended February 3, 2017 included 53 weeks.
|
|
Successor
|
|
|
Predecessor
|
||||
|
October 29, 2013 to January 31, 2014
|
|
|
February 2, 2013 to October 28, 2013
|
||||
|
(in millions, except per share data)
|
|||||||
Results of Operations and Cash Flow Data (a):
|
|
|
|
|
||||
Net revenue
|
$
|
14,075
|
|
|
|
$
|
42,302
|
|
Gross margin
|
$
|
1,393
|
|
|
|
$
|
7,991
|
|
Operating income (loss)
|
$
|
(1,798
|
)
|
|
|
$
|
518
|
|
Income (loss) before income taxes
|
$
|
(2,002
|
)
|
|
|
$
|
320
|
|
Net income (loss)
|
$
|
(1,612
|
)
|
|
|
$
|
(93
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
||||
Basic
|
$
|
(4.06
|
)
|
|
|
$
|
(0.05
|
)
|
Diluted
|
$
|
(4.06
|
)
|
|
|
$
|
(0.05
|
)
|
Number of weighted-average shares outstanding:
|
|
|
|
|
||||
Basic
|
397
|
|
|
|
1,755
|
|
||
Diluted
|
397
|
|
|
|
1,755
|
|
||
Net cash provided by operating activities
|
$
|
1,082
|
|
|
|
$
|
1,604
|
|
|
Successor
|
||||||||||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
|
January 30, 2015
|
|
January 31, 2014
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|||||||||||||
Cash and cash equivalents (a)
|
$
|
13,942
|
|
|
$
|
9,474
|
|
|
$
|
6,322
|
|
|
$
|
5,398
|
|
|
$
|
6,449
|
|
Total assets
|
$
|
122,281
|
|
|
$
|
118,206
|
|
|
$
|
45,122
|
|
|
$
|
48,029
|
|
|
$
|
51,153
|
|
Short-term debt
|
$
|
7,873
|
|
|
$
|
6,329
|
|
|
$
|
2,981
|
|
|
$
|
2,920
|
|
|
$
|
3,063
|
|
Long-term debt
|
$
|
43,998
|
|
|
$
|
43,061
|
|
|
$
|
10,650
|
|
|
$
|
11,071
|
|
|
$
|
14,352
|
|
Total Dell Technologies Inc. stockholders’ equity
|
$
|
9,326
|
|
|
$
|
13,243
|
|
|
$
|
1,466
|
|
|
$
|
2,904
|
|
|
$
|
4,014
|
|
•
|
Client Solutions Group ("CSG")
— Offerings by CSG include branded hardware, such as desktop PCs, notebooks, and workstations, and branded peripherals, such as monitors, and projectors. CSG also offers attached software, peripherals, and services, including support and deployment, configuration, and extended warranty services.
|
•
|
Infrastructure Solutions Group ("ISG")
— EMC's Information Storage segment and our former Enterprise Solutions Group were merged to create the Infrastructure Solutions Group, which contains storage, server, and networking offerings. The comprehensive portfolio of advanced storage solutions includes traditional storage solutions as well as next-generation storage solutions (including all-flash arrays and scale-out file, and object platforms). The server portfolio includes high-performance rack, blade, tower, and hyperscale servers. The networking portfolio enables our business customers to transform and modernize their infrastructure, mobilize and enrich end-user experiences, and accelerate business applications and processes. ISG also offers attached software, peripherals, and services, including support and deployment, configuration, and extended warranty services.
|
•
|
VMware
— The VMware reportable segment ("VMware") reflects the operations of VMware, Inc. (NYSE: VMW) within Dell Technologies. See Exhibit 99.1 filed with this report for further details on the differences between VMware reportable segment results and VMware, Inc. results.
|
•
|
RSA
provides essential cybersecurity solutions engineered to enable organizations to detect, investigate, and respond to advanced attacks, confirm and manage identities, and, ultimately, help reduce IP theft, fraud, and cybercrime.
|
•
|
SecureWorks
(NASDAQ: SCWX) is a leading global provider of intelligence-driven information security solutions singularly focused on protecting its clients from cyber attacks.
|
•
|
Pivotal
provides a leading cloud-native platform that makes software development and IT operations a strategic advantage for customers. Pivotal's cloud-native platform, Pivotal Cloud Foundry, accelerates and streamlines software development by reducing the complexity of building, deploying and operating new cloud-native applications and modernizing legacy applications. On March 23, 2018, in preparation for an initial public offering of Pivotal's Class A common stock, Pivotal filed a registration statement on Form S-1 with the SEC. No public market currently exists for Pivotal's Class A common stock.
|
•
|
Boomi
specializes in cloud-based integration, connecting information between existing on-premise and cloud-based applications to ensure business processes are optimized, data is accurate and workflow is reliable.
|
•
|
Amortization of Intangible Assets
—
Amortization of intangible assets primarily consists of amortization of customer relationships, developed technology, and trade names. In connection with the EMC merger transaction and the acquisition of Dell Inc. by Dell Technologies Inc. on October 29, 2013, referred to as the going-private transaction, all of the tangible and intangible assets and liabilities of EMC and Dell, respectively, were accounted for and recognized at fair value on the transaction dates. Accordingly, for the periods presented, amortization of intangible assets represents amortization associated with intangible assets recognized in connection with the EMC merger transaction and the going-private transaction. Amortization charges for purchased intangible assets are significantly impacted by the timing and magnitude of our acquisitions, and these charges may vary in amount from period to period. We exclude these charges for purposes of calculating the non-GAAP financial measures presented below to facilitate a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
|
•
|
Impact of Purchase Accounting
—
The impact of purchase accounting includes purchase accounting adjustments, related to the EMC merger transaction and the going-private transaction, recorded under the acquisition method of accounting in
|
•
|
Transaction-related Expenses
—
Transaction-related expenses consist of acquisition, integration, and divestiture related costs, and are expensed as incurred. These expenses primarily represent costs for legal, banking, consulting, and advisory services, as well as certain compensatory retention awards directly related to the EMC merger transaction and related integration. During Fiscal 2017, transaction-related expenses includes $0.8 billion in day one stock-based compensation charges primarily related to the acceleration of vesting of EMC stock options and related taxes incurred in connection with the EMC merger transaction.
|
•
|
Other Corporate Expenses
— Other corporate expenses consists of severance, facility action costs, and stock-based compensation expense associated with equity awards. Severance costs are primarily related to severance and benefits for employees terminated pursuant to cost savings initiatives. Facility action costs were $0.2 billion during Fiscal 2018. We expect to incur additional costs in Fiscal 2019 as we continue to integrate owned and leased facilities and as we seek opportunities for operational efficiencies and cost savings. Other corporate expenses vary from period to period and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these charges for purposes of calculating the non-GAAP financial measures presented below facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
|
•
|
Aggregate Adjustment for Income Taxes
— The aggregate adjustment for income taxes is the estimated combined income tax effect for the adjustments described above. During Fiscal 2018, this amount includes a provisional tax benefit of
$0.3 billion
which was recorded in the fourth quarter of Fiscal 2018 related to the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform” or the “Act”) which was signed into law on December 22, 2017. For further information regarding U.S. Tax Reform, see
Note 14
of the
Notes to the Consolidated Financial Statements
included in this report. During Fiscal 2017, this amount also includes tax charges of
$0.2 billion
on previously untaxed earnings of a foreign subsidiary that will no longer be permanently reinvested as a result of the Dell Services and DSG divestitures. The tax effects are determined based on the tax jurisdictions where the above items were incurred.
|
|
Fiscal Year Ended
|
||||||||||||||||
|
February 2, 2018
|
|
% Change
|
|
February 3, 2017
|
|
% Change
|
|
January 29, 2016
|
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Product net revenue
|
$
|
58,801
|
|
|
21
|
%
|
|
$
|
48,706
|
|
|
14
|
%
|
|
$
|
42,742
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Impact of purchase accounting
|
170
|
|
|
|
|
300
|
|
|
|
|
(27
|
)
|
|||||
Non-GAAP product net revenue
|
$
|
58,971
|
|
|
20
|
%
|
|
$
|
49,006
|
|
|
15
|
%
|
|
$
|
42,715
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Services net revenue
|
$
|
19,859
|
|
|
54
|
%
|
|
12,936
|
|
|
58
|
%
|
|
8,169
|
|
||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Impact of purchase accounting
|
1,099
|
|
|
|
|
880
|
|
|
|
|
486
|
|
|||||
Non-GAAP services net revenue
|
$
|
20,958
|
|
|
52
|
%
|
|
$
|
13,816
|
|
|
60
|
%
|
|
$
|
8,655
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
78,660
|
|
|
28
|
%
|
|
61,642
|
|
|
21
|
%
|
|
50,911
|
|
||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Impact of purchase accounting
|
1,269
|
|
|
|
|
1,180
|
|
|
|
|
459
|
|
|||||
Non-GAAP net revenue
|
$
|
79,929
|
|
|
27
|
%
|
|
$
|
62,822
|
|
|
22
|
%
|
|
$
|
51,370
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Product gross margin
|
$
|
8,586
|
|
|
31
|
%
|
|
6,537
|
|
|
26
|
%
|
|
5,179
|
|
||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
3,694
|
|
|
|
|
1,652
|
|
|
|
|
392
|
|
|||||
Impact of purchase accounting
|
213
|
|
|
|
|
1,104
|
|
|
|
|
30
|
|
|||||
Transaction-related expenses
|
11
|
|
|
|
|
24
|
|
|
|
|
1
|
|
|||||
Other corporate expenses
|
25
|
|
|
|
|
29
|
|
|
|
|
9
|
|
|||||
Non-GAAP product gross margin
|
$
|
12,529
|
|
|
34
|
%
|
|
$
|
9,346
|
|
|
67
|
%
|
|
$
|
5,611
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Services gross margin
|
$
|
11,468
|
|
|
79
|
%
|
|
6,422
|
|
|
100
|
%
|
|
3,208
|
|
||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
—
|
|
|
|
|
1
|
|
|
|
|
—
|
|
|||||
Impact of purchase accounting
|
1,099
|
|
|
|
|
903
|
|
|
|
|
482
|
|
|||||
Transaction-related expenses
|
13
|
|
|
|
|
19
|
|
|
|
|
5
|
|
|||||
Other corporate expenses
|
76
|
|
|
|
|
128
|
|
|
|
|
1
|
|
|||||
Non-GAAP services gross margin
|
$
|
12,656
|
|
|
69
|
%
|
|
$
|
7,473
|
|
|
102
|
%
|
|
$
|
3,696
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
$
|
20,054
|
|
|
55
|
%
|
|
12,959
|
|
|
55
|
%
|
|
8,387
|
|
||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
3,694
|
|
|
|
|
1,653
|
|
|
|
|
392
|
|
|||||
Impact of purchase accounting
|
1,312
|
|
|
|
|
2,007
|
|
|
|
|
512
|
|
|||||
Transaction-related expenses
|
24
|
|
|
|
|
43
|
|
|
|
|
6
|
|
|||||
Other corporate expenses
|
101
|
|
|
|
|
157
|
|
|
|
|
10
|
|
|||||
Non-GAAP gross margin
|
$
|
25,185
|
|
|
50
|
%
|
|
$
|
16,819
|
|
|
81
|
%
|
|
$
|
9,307
|
|
|
Fiscal Year Ended
|
||||||||||||||||
|
February 2, 2018
|
|
% Change
|
|
February 3, 2017
|
|
% Change
|
|
January 29, 2016
|
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Operating expenses
|
$
|
23,387
|
|
|
44
|
%
|
|
$
|
16,211
|
|
|
82
|
%
|
|
$
|
8,901
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
(3,286
|
)
|
|
|
|
(2,028
|
)
|
|
|
|
(1,577
|
)
|
|||||
Impact of purchase accounting
|
(234
|
)
|
|
|
|
(287
|
)
|
|
|
|
(92
|
)
|
|||||
Transaction-related expenses
|
(478
|
)
|
|
|
|
(1,445
|
)
|
|
|
|
(103
|
)
|
|||||
Other corporate expenses
|
(1,059
|
)
|
|
|
|
(745
|
)
|
|
|
|
(47
|
)
|
|||||
Non-GAAP operating expenses
|
$
|
18,330
|
|
|
57
|
%
|
|
$
|
11,706
|
|
|
65
|
%
|
|
$
|
7,082
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating loss
|
$
|
(3,333
|
)
|
|
(2
|
)%
|
|
$
|
(3,252
|
)
|
|
(533
|
)%
|
|
$
|
(514
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
6,980
|
|
|
|
|
3,681
|
|
|
|
|
1,969
|
|
|||||
Impact of purchase accounting
|
1,546
|
|
|
|
|
2,294
|
|
|
|
|
604
|
|
|||||
Transaction-related expenses
|
502
|
|
|
|
|
1,488
|
|
|
|
|
109
|
|
|||||
Other corporate expenses
|
1,160
|
|
|
|
|
902
|
|
|
|
|
57
|
|
|||||
Non-GAAP operating income
|
$
|
6,855
|
|
|
34
|
%
|
|
$
|
5,113
|
|
|
130
|
%
|
|
$
|
2,225
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations
|
$
|
(3,855
|
)
|
|
(3
|
)%
|
|
$
|
(3,737
|
)
|
|
(220
|
)%
|
|
$
|
(1,168
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
6,980
|
|
|
|
|
3,681
|
|
|
|
|
1,969
|
|
|||||
Impact of purchase accounting
|
1,546
|
|
|
|
|
2,294
|
|
|
|
|
604
|
|
|||||
Transaction-related expenses
|
502
|
|
|
|
|
1,485
|
|
|
|
|
83
|
|
|||||
Other corporate expenses
|
1,160
|
|
|
|
|
902
|
|
|
|
|
77
|
|
|||||
Aggregate adjustment for income taxes
|
(2,673
|
)
|
|
|
|
(1,938
|
)
|
|
|
|
(512
|
)
|
|||||
Non-GAAP net income from continuing operations
|
$
|
3,660
|
|
|
36
|
%
|
|
$
|
2,687
|
|
|
155
|
%
|
|
$
|
1,053
|
|
|
Fiscal Year Ended
|
||||||||||||||||
|
February 2, 2018
|
|
% Change
|
|
February 3, 2017
|
|
% Change
|
|
January 29, 2016
|
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Net loss from continuing operations
|
$
|
(3,855
|
)
|
|
(3
|
)%
|
|
$
|
(3,737
|
)
|
|
(220
|
)%
|
|
$
|
(1,168
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest and other, net (a)
|
2,355
|
|
|
|
|
2,104
|
|
|
|
|
772
|
|
|||||
Income tax provision (benefit)
|
(1,833
|
)
|
|
|
|
(1,619
|
)
|
|
|
|
(118
|
)
|
|||||
Depreciation and amortization
|
8,634
|
|
|
|
|
4,840
|
|
|
|
|
2,494
|
|
|||||
EBITDA
|
$
|
5,301
|
|
|
234
|
%
|
|
$
|
1,588
|
|
|
(20
|
)%
|
|
$
|
1,980
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA
|
$
|
5,301
|
|
|
234
|
%
|
|
$
|
1,588
|
|
|
(20
|
)%
|
|
$
|
1,980
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense
|
835
|
|
|
|
|
392
|
|
|
|
|
63
|
|
|||||
Impact of purchase accounting (b)
|
1,274
|
|
|
|
|
1,926
|
|
|
|
|
487
|
|
|||||
Transaction-related expenses (c)
|
502
|
|
|
|
|
1,525
|
|
|
|
|
83
|
|
|||||
Other corporate expenses (d)
|
305
|
|
|
|
|
510
|
|
|
|
|
20
|
|
|||||
Adjusted EBITDA
|
$
|
8,217
|
|
|
38
|
%
|
|
$
|
5,941
|
|
|
126
|
%
|
|
$
|
2,633
|
|
(a)
|
See "Results of Operations — Interest and Other, Net" for more information on the components of interest and other, net.
|
(b)
|
This amount includes the non-cash purchase accounting adjustments related to the EMC merger transaction and the going-private transaction.
|
(c)
|
Transaction-related expenses consist of acquisition, integration, and divestiture related costs.
|
(d)
|
Consists of severance and facility action costs.
|
|
|
Fiscal Year Ended
|
|||||||||||||||||||||||||
|
|
February 2, 2018
|
|
|
|
February 3, 2017
|
|
|
|
January 29, 2016
|
|||||||||||||||||
|
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|||||||||||
|
|
(in millions, except percentages)
|
|||||||||||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Product
|
|
$
|
58,801
|
|
|
74.8
|
%
|
|
21
|
%
|
|
$
|
48,706
|
|
|
79.0
|
%
|
|
14
|
%
|
|
$
|
42,742
|
|
|
84.0
|
%
|
Services
|
|
19,859
|
|
|
25.2
|
%
|
|
54
|
%
|
|
12,936
|
|
|
21.0
|
%
|
|
58
|
%
|
|
8,169
|
|
|
16.0
|
%
|
|||
Total net revenue
|
|
$
|
78,660
|
|
|
100.0
|
%
|
|
28
|
%
|
|
$
|
61,642
|
|
|
100.0
|
%
|
|
21
|
%
|
|
$
|
50,911
|
|
|
100.0
|
%
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Product (a)
|
|
$
|
8,586
|
|
|
14.6
|
%
|
|
31
|
%
|
|
$
|
6,537
|
|
|
13.4
|
%
|
|
26
|
%
|
|
$
|
5,179
|
|
|
12.1
|
%
|
Services (b)
|
|
11,468
|
|
|
57.7
|
%
|
|
79
|
%
|
|
6,422
|
|
|
49.6
|
%
|
|
100
|
%
|
|
3,208
|
|
|
39.3
|
%
|
|||
Total gross margin
|
|
$
|
20,054
|
|
|
25.5
|
%
|
|
55
|
%
|
|
$
|
12,959
|
|
|
21.0
|
%
|
|
55
|
%
|
|
$
|
8,387
|
|
|
16.5
|
%
|
Operating expenses
|
|
$
|
23,387
|
|
|
29.7
|
%
|
|
44
|
%
|
|
$
|
16,211
|
|
|
26.3
|
%
|
|
82
|
%
|
|
$
|
8,901
|
|
|
17.5
|
%
|
Operating loss
|
|
$
|
(3,333
|
)
|
|
(4.2
|
)%
|
|
(2
|
)%
|
|
$
|
(3,252
|
)
|
|
(5.3
|
)%
|
|
(533
|
)%
|
|
$
|
(514
|
)
|
|
(1.0
|
)%
|
Net loss from continuing operations
|
|
$
|
(3,855
|
)
|
|
(4.9
|
)%
|
|
(3
|
)%
|
|
$
|
(3,737
|
)
|
|
(6.1
|
)%
|
|
(220
|
)%
|
|
$
|
(1,168
|
)
|
|
(2.3
|
)%
|
Net loss attributable to Dell Technologies Inc.
|
|
$
|
(3,728
|
)
|
|
(4.7
|
)%
|
|
(123
|
)%
|
|
$
|
(1,672
|
)
|
|
(2.7
|
)%
|
|
(51
|
)%
|
|
$
|
(1,104
|
)
|
|
(2.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-GAAP Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Non-GAAP net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Product
|
|
$
|
58,971
|
|
|
73.8
|
%
|
|
20
|
%
|
|
$
|
49,006
|
|
|
78.0
|
%
|
|
15
|
%
|
|
$
|
42,715
|
|
|
83.2
|
%
|
Services
|
|
20,958
|
|
|
26.2
|
%
|
|
52
|
%
|
|
13,816
|
|
|
22.0
|
%
|
|
60
|
%
|
|
8,655
|
|
|
16.8
|
%
|
|||
Total non-GAAP net revenue
|
|
$
|
79,929
|
|
|
100.0
|
%
|
|
27
|
%
|
|
$
|
62,822
|
|
|
100.0
|
%
|
|
22
|
%
|
|
$
|
51,370
|
|
|
100.0
|
%
|
Non-GAAP gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Product (a)
|
|
$
|
12,529
|
|
|
21.2
|
%
|
|
34
|
%
|
|
$
|
9,346
|
|
|
19.1
|
%
|
|
67
|
%
|
|
$
|
5,611
|
|
|
13.1
|
%
|
Services (b)
|
|
12,656
|
|
|
60.4
|
%
|
|
69
|
%
|
|
7,473
|
|
|
54.1
|
%
|
|
102
|
%
|
|
3,696
|
|
|
42.7
|
%
|
|||
Total non-GAAP gross margin
|
|
$
|
25,185
|
|
|
31.5
|
%
|
|
50
|
%
|
|
$
|
16,819
|
|
|
26.8
|
%
|
|
81
|
%
|
|
$
|
9,307
|
|
|
18.1
|
%
|
Non-GAAP operating expenses
|
|
$
|
18,330
|
|
|
22.9
|
%
|
|
57
|
%
|
|
$
|
11,706
|
|
|
18.6
|
%
|
|
65
|
%
|
|
$
|
7,082
|
|
|
13.8
|
%
|
Non-GAAP operating income
|
|
$
|
6,855
|
|
|
8.6
|
%
|
|
34
|
%
|
|
$
|
5,113
|
|
|
8.1
|
%
|
|
130
|
%
|
|
$
|
2,225
|
|
|
4.3
|
%
|
Non-GAAP net income from continuing operations
|
|
$
|
3,660
|
|
|
4.6
|
%
|
|
36
|
%
|
|
$
|
2,687
|
|
|
4.3
|
%
|
|
155
|
%
|
|
$
|
1,053
|
|
|
2.0
|
%
|
EBITDA
|
|
$
|
5,301
|
|
|
6.6
|
%
|
|
234
|
%
|
|
$
|
1,588
|
|
|
2.5
|
%
|
|
(20
|
)%
|
|
$
|
1,980
|
|
|
3.9
|
%
|
Adjusted EBITDA
|
|
$
|
8,217
|
|
|
10.3
|
%
|
|
38
|
%
|
|
$
|
5,941
|
|
|
9.5
|
%
|
|
126
|
%
|
|
$
|
2,633
|
|
|
5.1
|
%
|
(a)
|
Product gross margin percentages represent product gross margin as a percentage of product net revenue, and non-GAAP product gross margin percentages represent product gross margin as a percentage of non-GAAP product net revenue.
|
(b)
|
Services gross margin percentages represent services gross margin as a percentage of services net revenue, and non-GAAP services gross margin percentages represent services gross margin as a percentage of non-GAAP services net revenue.
|
•
|
Product Net Revenue
— Product net revenue includes revenue from the sale of hardware products and software licenses. During Fiscal 2018, product net revenue and non-GAAP product net revenue increased
21%
and
20%
, respectively, primarily due to the incremental product net revenue from the EMC acquired businesses and, to a lesser extent, an increase in CSG product net revenue. The increases in product net revenue and non-GAAP product net revenue during Fiscal 2018 were driven by strength in sales of notebooks, workstations, servers, and VMware license revenue.
|
•
|
Services Net Revenue
— Services net revenue includes revenue from our services offerings, third-party software license sales, and support services related to hardware products and software licenses. During Fiscal 2018, services net revenue and non-GAAP services net revenue increased
54%
and
52%
, respectively. These increases were primarily due to the incremental services net revenue from the EMC acquired businesses.
|
•
|
Product Net Revenue
— During Fiscal 2017, product net revenue increased
14%
, and non-GAAP product net revenue increased
15%
, primarily due to the impact from the EMC acquired businesses.
|
•
|
Services Net Revenue
— During Fiscal 2017, services net revenue increased
58%
due to the impact from the EMC acquired businesses. Non-GAAP services net revenue increased
60%
during Fiscal 2017.
|
•
|
Products
— During Fiscal 2018, product gross margin increased
31%
to
$8.6 billion
, and product gross margin percentage increased
120
basis points to
14.6%
. These increases in product gross margin and product gross margin percentage were driven primarily by additional product gross margin from the EMC acquired businesses, which was partially offset by an increase in amortization of intangibles related to the EMC merger transaction, and to a lesser extent, component cost pressures in CSG and ISG.
|
•
|
Services
— During Fiscal 2018, services gross margin increased
79%
to
$11.5 billion
, and services gross margin percentage increased
810
basis points to
57.7%
. During Fiscal 2018, non-GAAP services gross margin increased
69%
to
$12.7 billion
, and non-GAAP services gross margin percentage increased
630
basis points to
60.4%
. These increases were primarily attributable to the incremental services gross margin from the EMC acquired businesses.
|
•
|
Products
— During Fiscal 2017, product gross margin increased
26%
to
$6.5 billion
, and product gross margin percentage increased
130
basis points to
13.4%
. These increases in product gross margin and product gross margin percentage were driven primarily by an increase in CSG gross margin due to a favorable cost position and a richer product mix and, to a lesser extent, by the incremental product gross margin attributable to the EMC acquired businesses.
|
•
|
Services
— During Fiscal 2017, our gross margin for services increased
100%
to
$6.4 billion
, and our services gross margin percentage increased
1,030
basis points to
49.6%
. The increase in services gross margin was primarily attributable to gross margin from the EMC acquired businesses. Purchase accounting adjustments totaled
$0.9 billion
during Fiscal 2017, compared to
$0.5 billion
during Fiscal 2016. Excluding these costs, transaction-related expenses and other corporate expenses, non-GAAP gross margin for services increased
102%
to
$7.5 billion
and services gross margin percentage increased
1,140
basis points to
54.1%
.
|
|
Fiscal Year Ended
|
|||||||||||||||||||||||||
|
February 2, 2018
|
|
|
|
February 3, 2017
|
|
|
|
January 29, 2016
|
|||||||||||||||||
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|||||||||||
|
(in millions, except percentages)
|
|||||||||||||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selling, general, and administrative
|
$
|
19,003
|
|
|
24.1
|
%
|
|
40
|
%
|
|
$
|
13,575
|
|
|
22.0
|
%
|
|
73
|
%
|
|
$
|
7,850
|
|
|
15.4
|
%
|
Research and development
|
4,384
|
|
|
5.6
|
%
|
|
66
|
%
|
|
2,636
|
|
|
4.3
|
%
|
|
151
|
%
|
|
1,051
|
|
|
2.1
|
%
|
|||
Total operating expenses
|
$
|
23,387
|
|
|
29.7
|
%
|
|
44
|
%
|
|
$
|
16,211
|
|
|
26.3
|
%
|
|
82
|
%
|
|
$
|
8,901
|
|
|
17.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-GAAP operating expenses
|
$
|
18,330
|
|
|
22.9
|
%
|
|
57
|
%
|
|
$
|
11,706
|
|
|
18.6
|
%
|
|
65
|
%
|
|
$
|
7,082
|
|
|
13.8
|
%
|
•
|
Selling, General, and Administrative
— Selling, general, and administrative ("SG&A") expenses increased
40%
during Fiscal 2018. The increases in SG&A expenses were primarily driven by incremental operating costs of the EMC acquired businesses.
|
•
|
Research and Development
—
Research and development ("R&D") expenses are primarily composed of personnel-related expenses related to product development. R&D expenses as a percentage of net revenue for Fiscal 2018 and Fiscal 2017 were approximately
5.6%
and
4.3%
, respectively. The increase in R&D expenses was attributable to the expansion of our R&D capability through the EMC merger transaction. As our industry continues to change and as the needs of our customers evolve, we intend to support R&D initiatives to innovate and introduce new and enhanced solutions into the market.
|
•
|
Selling, General, and Administrative
— SG&A expenses increased
73%
during Fiscal 2017. The increases in SG&A expenses were primarily driven by incremental costs associated with the EMC acquired businesses and also reflected the impact of our increased investment in sales capabilities and marketing costs.
|
•
|
Research and Development
—
R&D expenses were approximately
4.3%
and
2.1%
of net revenue for Fiscal 2017 and Fiscal 2016, respectively. The increases in R&D expenses were attributable to the expansion of our R&D capability through the EMC merger transaction.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Interest and other, net:
|
|
|
|
|
|
|
|
|
|||
Investment income, primarily interest
|
$
|
207
|
|
|
$
|
102
|
|
|
$
|
39
|
|
Gain (loss) on investments, net
|
72
|
|
|
4
|
|
|
(2
|
)
|
|||
Interest expense
|
(2,406
|
)
|
|
(1,751
|
)
|
|
(680
|
)
|
|||
Foreign exchange
|
(113
|
)
|
|
(77
|
)
|
|
(107
|
)
|
|||
Debt extinguishment
|
—
|
|
|
(337
|
)
|
|
—
|
|
|||
Other
|
(115
|
)
|
|
(45
|
)
|
|
(22
|
)
|
|||
Total interest and other, net
|
$
|
(2,355
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
(772
|
)
|
|
Fiscal Year Ended
|
||||||||||||||
|
February 2,
2018 |
|
% Change
|
|
February 3,
2017 |
|
% Change
|
|
January 29,
2016 |
||||||
|
(in millions, except percentages)
|
||||||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
$
|
27,747
|
|
|
7%
|
|
$
|
26,006
|
|
|
1%
|
|
$
|
25,747
|
|
Consumer
|
11,708
|
|
|
9%
|
|
10,748
|
|
|
6%
|
|
10,130
|
|
|||
Total CSG net revenue
|
$
|
39,455
|
|
|
7%
|
|
$
|
36,754
|
|
|
2%
|
|
$
|
35,877
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Income:
|
|
|
|
|
|
|
|
|
|
||||||
CSG operating income
|
$
|
2,193
|
|
|
19%
|
|
$
|
1,845
|
|
|
31%
|
|
$
|
1,410
|
|
% of segment net revenue
|
5.6
|
%
|
|
|
|
5.0
|
%
|
|
|
|
3.9
|
%
|
|
Fiscal Year Ended
|
||||||||||||||
|
February 2,
2018 |
|
% Change
|
|
February 3,
2017 |
|
% Change
|
|
January 29,
2016 |
||||||
|
(in millions, except percentages)
|
||||||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Servers and networking
|
$
|
15,398
|
|
|
20%
|
|
$
|
12,834
|
|
|
1%
|
|
$
|
12,761
|
|
Storage
|
15,254
|
|
|
71%
|
|
8,942
|
|
|
303%
|
|
2,217
|
|
|||
Total ISG net revenue
|
$
|
30,652
|
|
|
41%
|
|
$
|
21,776
|
|
|
45%
|
|
$
|
14,978
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Income:
|
|
|
|
|
|
|
|
|
|
||||||
ISG operating income
|
$
|
2,179
|
|
|
(9)%
|
|
$
|
2,393
|
|
|
127%
|
|
$
|
1,052
|
|
% of segment net revenue
|
7.1
|
%
|
|
|
|
11.0
|
%
|
|
|
|
7.0
|
%
|
|
Fiscal Year Ended
|
||||||||||||||
|
February 2,
2018 |
|
% Change
|
|
February 3,
2017 |
|
% Change
|
|
January 29,
2016 |
||||||
|
(in millions, except percentages)
|
||||||||||||||
Net Revenue:
|
|
|
|
|
|
|
|
|
|
||||||
VMware net revenue
|
$
|
7,925
|
|
|
146%
|
|
$
|
3,225
|
|
|
NA
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Income:
|
|
|
|
|
|
|
|
|
|
||||||
VMware operating income
|
$
|
2,520
|
|
|
126%
|
|
$
|
1,113
|
|
|
NA
|
|
$
|
—
|
|
% of segment net revenue
|
31.8
|
%
|
|
|
|
34.5
|
%
|
|
|
|
NA
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents, and available borrowings:
|
|
|
|
||||
Cash and cash equivalents (a)
|
$
|
13,942
|
|
|
$
|
9,474
|
|
Remaining available borrowings under revolving credit facilities
|
4,875
|
|
|
2,678
|
|
||
Total cash, cash equivalents, and available borrowings
|
$
|
18,817
|
|
|
$
|
12,152
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Restricted Subsidiary Debt
|
|
|
|
||||
Core debt:
|
|
|
|
||||
Senior Secured Credit Facilities and First Lien Notes
|
$
|
30,595
|
|
|
$
|
31,638
|
|
Unsecured Notes and Debentures
|
2,452
|
|
|
2,453
|
|
||
Senior Notes
|
3,250
|
|
|
3,250
|
|
||
EMC Notes
|
5,500
|
|
|
5,500
|
|
||
DFS allocated debt
|
(1,892
|
)
|
|
(1,675
|
)
|
||
Total core debt
|
39,905
|
|
|
41,166
|
|
||
DFS related debt:
|
|
|
|
||||
DFS debt
|
4,796
|
|
|
3,464
|
|
||
DFS allocated debt
|
1,892
|
|
|
1,675
|
|
||
Total DFS related debt
|
6,688
|
|
|
5,139
|
|
||
Other
|
2,054
|
|
|
4,051
|
|
||
Unrestricted Subsidiary Debt
|
|
|
|
||||
VMware Notes
|
4,000
|
|
|
—
|
|
||
Other
|
47
|
|
|
—
|
|
||
Total unrestricted subsidiary debt
|
4,047
|
|
|
—
|
|
||
Total debt, principal amount
|
52,694
|
|
|
50,356
|
|
||
Carrying value adjustments
|
(823
|
)
|
|
(966
|
)
|
||
Total debt, carrying value
|
$
|
51,871
|
|
|
$
|
49,390
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2,
2018 |
|
February 3,
2017 |
|
January 29,
2016 |
||||||
|
(in millions)
|
||||||||||
Net change in cash from:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
6,810
|
|
|
$
|
2,309
|
|
|
$
|
2,162
|
|
Investing activities
|
(2,881
|
)
|
|
(31,256
|
)
|
|
(321
|
)
|
|||
Financing activities
|
364
|
|
|
31,821
|
|
|
(496
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
175
|
|
|
24
|
|
|
(167
|
)
|
|||
Change in cash and cash equivalents
|
$
|
4,468
|
|
|
$
|
2,898
|
|
|
$
|
1,178
|
|
|
Three Months Ended
|
|||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
|||
Days of sales outstanding (a)
|
49
|
|
|
48
|
|
|
39
|
|
Days of supply in inventory (b)
|
16
|
|
|
18
|
|
|
14
|
|
Days in accounts payable (c)
|
(109
|
)
|
|
(100
|
)
|
|
(112
|
)
|
Cash conversion cycle (d)
|
(44
|
)
|
|
(34
|
)
|
|
(59
|
)
|
(a)
|
Days of sales outstanding, referred to as DSO, calculates the average collection period of our receivables. DSO is based on the ending net trade receivables and the most recent quarterly non-GAAP net revenue for each period. DSO also includes the effect of product costs related to customer shipments not yet recognized as revenue that are classified in other current assets, as we believe this provides a more relevant metric that aligns with actual sales activity in the quarter, regardless of revenue recognition under GAAP. DSO is calculated by adding accounts receivable, net of allowance for doubtful accounts, and customer shipments in transit and dividing that sum by average non-GAAP net revenue per day for the current quarter (90 days for the three months ended
February 2, 2018
and
January 29, 2016
, and 97 days for the three months ended
February 3, 2017
). As of
February 2, 2018
, DSO and days of customer shipments not yet recognized were 45 and 4 days, respectively. As of
February 3, 2017
, DSO and days of customer shipments not yet recognized were 44 and 3 days, respectively. As of
January 29, 2016
, DSO and days of customer shipments not yet recognized were 34 and 5 days, respectively.
|
(b)
|
Days of supply in inventory, referred to as DSI, measures the average number of days from procurement to sale of our products. DSI is based on ending inventory and non-GAAP cost of goods sold for each period. DSI is calculated by dividing ending inventory by average non-GAAP cost of goods sold per day for the current quarter (90 days for the three months ended
February 2, 2018
and
January 29, 2016
, and 97 days for the three months ended
February 3, 2017
).
|
(c)
|
Days in accounts payable, referred to as DPO, calculates the average number of days our payables remain outstanding before payment. DPO is based on ending accounts payable and non-GAAP cost of goods sold for each period. DPO is calculated by dividing accounts payable by average non-GAAP cost of goods sold per day for the current quarter (90 days for the three months ended
February 2, 2018
and
January 29, 2016
, and 97 days for the three months ended
February 3, 2017
).
|
(d)
|
We calculate our cash conversion cycle using non-GAAP net revenue and non-GAAP cost of goods sold because we believe that excluding certain items from the GAAP results facilitates management's understanding of this key performance metric.
|
|
Three Months Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Net revenue
|
$
|
21,935
|
|
|
$
|
20,074
|
|
|
$
|
12,679
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
||||||
Impact of purchase accounting
|
284
|
|
|
507
|
|
|
89
|
|
|||
Non-GAAP net revenue
|
$
|
22,219
|
|
|
$
|
20,581
|
|
|
$
|
12,768
|
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
$
|
16,155
|
|
|
$
|
15,543
|
|
|
$
|
10,425
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
||||||
Amortization of intangibles
|
(910
|
)
|
|
(847
|
)
|
|
(97
|
)
|
|||
Impact of purchase accounting
|
(8
|
)
|
|
(603
|
)
|
|
(15
|
)
|
|||
Transaction-related expenses
|
(2
|
)
|
|
(18
|
)
|
|
—
|
|
|||
Other corporate expenses
|
(38
|
)
|
|
(89
|
)
|
|
(3
|
)
|
|||
Non-GAAP cost of goods sold
|
$
|
15,197
|
|
|
$
|
13,986
|
|
|
$
|
10,310
|
|
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Contractual cash obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments on long-term debt
|
$
|
52,694
|
|
|
$
|
7,888
|
|
|
$
|
9,899
|
|
|
$
|
13,567
|
|
|
$
|
21,340
|
|
Operating leases
|
2,060
|
|
|
405
|
|
|
620
|
|
|
335
|
|
|
700
|
|
|||||
Purchase obligations
|
3,521
|
|
|
3,046
|
|
|
375
|
|
|
96
|
|
|
4
|
|
|||||
Interest
|
16,751
|
|
|
2,181
|
|
|
3,769
|
|
|
2,738
|
|
|
8,063
|
|
|||||
Uncertain tax positions (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contractual cash obligations
|
$
|
75,026
|
|
|
$
|
13,520
|
|
|
$
|
14,663
|
|
|
$
|
16,736
|
|
|
$
|
30,107
|
|
(a)
|
We have approximately $
3.2
billion in additional liabilities associated with uncertain tax positions as of
February 2, 2018
. We are unable to reliably estimate the expected payment dates for any liabilities for uncertain tax positions.
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
13,942
|
|
|
$
|
9,474
|
|
Short-term investments
|
2,187
|
|
|
1,975
|
|
||
Accounts receivable, net
|
11,177
|
|
|
9,420
|
|
||
Short-term financing receivables, net
|
3,919
|
|
|
3,222
|
|
||
Inventories, net
|
2,678
|
|
|
2,538
|
|
||
Other current assets
|
5,054
|
|
|
4,144
|
|
||
Total current assets
|
38,957
|
|
|
30,773
|
|
||
Property, plant, and equipment, net
|
5,390
|
|
|
5,653
|
|
||
Long-term investments
|
4,163
|
|
|
3,802
|
|
||
Long-term financing receivables, net
|
3,724
|
|
|
2,651
|
|
||
Goodwill
|
39,920
|
|
|
38,910
|
|
||
Intangible assets, net
|
28,265
|
|
|
35,053
|
|
||
Other non-current assets
|
1,862
|
|
|
1,364
|
|
||
Total assets
|
$
|
122,281
|
|
|
$
|
118,206
|
|
LIABILITIES, REDEEMABLE SHARES, AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt
|
$
|
7,873
|
|
|
$
|
6,329
|
|
Accounts payable
|
18,334
|
|
|
14,422
|
|
||
Accrued and other
|
7,661
|
|
|
7,119
|
|
||
Short-term deferred revenue
|
12,024
|
|
|
10,265
|
|
||
Total current liabilities
|
45,892
|
|
|
38,135
|
|
||
Long-term debt (Note 8)
|
43,998
|
|
|
43,061
|
|
||
Long-term deferred revenue
|
10,223
|
|
|
8,431
|
|
||
Other non-current liabilities
|
6,797
|
|
|
9,339
|
|
||
Total liabilities
|
106,910
|
|
|
98,966
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Redeemable shares (Note 20)
|
384
|
|
|
231
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock and capital in excess of $.01 par value (Note 18)
|
19,889
|
|
|
20,199
|
|
||
Treasury stock at cost
|
(1,440
|
)
|
|
(752
|
)
|
||
Accumulated deficit
|
(9,253
|
)
|
|
(5,609
|
)
|
||
Accumulated other comprehensive income (loss)
|
130
|
|
|
(595
|
)
|
||
Total Dell Technologies Inc. stockholders’ equity
|
9,326
|
|
|
13,243
|
|
||
Non-controlling interests
|
5,661
|
|
|
5,766
|
|
||
Total stockholders' equity
|
14,987
|
|
|
19,009
|
|
||
Total liabilities, redeemable shares, and stockholders' equity
|
$
|
122,281
|
|
|
$
|
118,206
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Net revenue:
|
|
|
|
|
|
|
|||||
Products
|
$
|
58,801
|
|
|
$
|
48,706
|
|
|
$
|
42,742
|
|
Services
|
19,859
|
|
|
12,936
|
|
|
8,169
|
|
|||
Total net revenue
|
78,660
|
|
|
61,642
|
|
|
50,911
|
|
|||
Cost of net revenue:
|
|
|
|
|
|
||||||
Products
|
50,215
|
|
|
42,169
|
|
|
37,563
|
|
|||
Services
|
8,391
|
|
|
6,514
|
|
|
4,961
|
|
|||
Total cost of net revenue
|
58,606
|
|
|
48,683
|
|
|
42,524
|
|
|||
Gross margin
|
20,054
|
|
|
12,959
|
|
|
8,387
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
19,003
|
|
|
13,575
|
|
|
7,850
|
|
|||
Research and development
|
4,384
|
|
|
2,636
|
|
|
1,051
|
|
|||
Total operating expenses
|
23,387
|
|
|
16,211
|
|
|
8,901
|
|
|||
Operating loss
|
(3,333
|
)
|
|
(3,252
|
)
|
|
(514
|
)
|
|||
Interest and other, net
|
(2,355
|
)
|
|
(2,104
|
)
|
|
(772
|
)
|
|||
Loss from continuing operations before income taxes
|
(5,688
|
)
|
|
(5,356
|
)
|
|
(1,286
|
)
|
|||
Income tax benefit
|
(1,833
|
)
|
|
(1,619
|
)
|
|
(118
|
)
|
|||
Net loss from continuing operations
|
(3,855
|
)
|
|
(3,737
|
)
|
|
(1,168
|
)
|
|||
Income from discontinued operations, net of income taxes (Note 4)
|
—
|
|
|
2,019
|
|
|
64
|
|
|||
Net loss
|
(3,855
|
)
|
|
(1,718
|
)
|
|
(1,104
|
)
|
|||
Less: Net loss attributable to non-controlling interests
|
(127
|
)
|
|
(46
|
)
|
|
—
|
|
|||
Net loss attributable to Dell Technologies Inc.
|
$
|
(3,728
|
)
|
|
$
|
(1,672
|
)
|
|
$
|
(1,104
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to Dell Technologies Inc. - basic:
|
|
|
|
|
|||||||
Continuing operations - Class V Common Stock - basic
|
$
|
1.41
|
|
|
$
|
1.44
|
|
|
$
|
—
|
|
Continuing operations - DHI Group - basic
|
$
|
(7.08
|
)
|
|
$
|
(8.52
|
)
|
|
$
|
(2.88
|
)
|
Discontinued operations - DHI Group - basic
|
$
|
—
|
|
|
$
|
4.30
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to Dell Technologies Inc. - diluted:
|
|
|
|
|
|||||||
Continuing operations - Class V Common Stock - diluted
|
$
|
1.39
|
|
|
$
|
1.43
|
|
|
$
|
—
|
|
Continuing operations - DHI Group - diluted
|
$
|
(7.08
|
)
|
|
$
|
(8.52
|
)
|
|
$
|
(2.88
|
)
|
Discontinued operations - DHI Group - diluted
|
$
|
—
|
|
|
$
|
4.30
|
|
|
$
|
0.16
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Net loss
|
$
|
(3,855
|
)
|
|
$
|
(1,718
|
)
|
|
$
|
(1,104
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
791
|
|
|
(254
|
)
|
|
(138
|
)
|
|||
Available-for-sale investments:
|
|
|
|
|
|
||||||
Change in unrealized gains (losses)
|
31
|
|
|
(17
|
)
|
|
—
|
|
|||
Reclassification adjustment for net losses realized in net loss
|
2
|
|
|
1
|
|
|
—
|
|
|||
Net change in market value of investments
|
33
|
|
|
(16
|
)
|
|
—
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Change in unrealized gains (losses)
|
(248
|
)
|
|
20
|
|
|
152
|
|
|||
Reclassification adjustment for net (gains) losses included in net loss
|
134
|
|
|
(43
|
)
|
|
(367
|
)
|
|||
Net change in cash flow hedges
|
(114
|
)
|
|
(23
|
)
|
|
(215
|
)
|
|||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Recognition of actuarial net gain from pension and other postretirement plans
|
13
|
|
|
19
|
|
|
—
|
|
|||
Reclassification adjustments for net gains (losses) from pension and other postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net change in actuarial net gain from pension and other postretirement plans
|
13
|
|
|
19
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive income (loss), net of tax expense (benefit) of $12, $(3), and $(8), respectively
|
723
|
|
|
(274
|
)
|
|
(353
|
)
|
|||
Comprehensive loss, net of tax
|
(3,132
|
)
|
|
(1,992
|
)
|
|
(1,457
|
)
|
|||
Less: Net loss attributable to non-controlling interests
|
(127
|
)
|
|
(46
|
)
|
|
—
|
|
|||
Less: Other comprehensive loss attributable to non-controlling interests
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Comprehensive loss attributable to Dell Technologies Inc.
|
$
|
(3,003
|
)
|
|
$
|
(1,943
|
)
|
|
$
|
(1,457
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(3,855
|
)
|
|
$
|
(1,718
|
)
|
|
$
|
(1,104
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,634
|
|
|
4,938
|
|
|
2,872
|
|
|||
Amortization of debt issuance costs
|
183
|
|
|
268
|
|
|
59
|
|
|||
Stock-based compensation expense
|
835
|
|
|
398
|
|
|
72
|
|
|||
Deferred income taxes
|
(2,595
|
)
|
|
(2,201
|
)
|
|
(205
|
)
|
|||
Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies
|
113
|
|
|
74
|
|
|
122
|
|
|||
Net (gain)/loss on sale of businesses
|
16
|
|
|
(2,319
|
)
|
|
—
|
|
|||
Provision for doubtful accounts — including financing receivables
|
164
|
|
|
120
|
|
|
171
|
|
|||
Other
|
230
|
|
|
60
|
|
|
56
|
|
|||
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,515
|
)
|
|
(1,776
|
)
|
|
187
|
|
|||
Financing receivables
|
(1,653
|
)
|
|
(751
|
)
|
|
(321
|
)
|
|||
Inventories
|
(325
|
)
|
|
1,076
|
|
|
(5
|
)
|
|||
Other assets
|
(1,009
|
)
|
|
215
|
|
|
(28
|
)
|
|||
Accounts payable
|
3,779
|
|
|
751
|
|
|
(374
|
)
|
|||
Deferred revenue
|
3,298
|
|
|
2,622
|
|
|
867
|
|
|||
Accrued and other liabilities
|
510
|
|
|
552
|
|
|
(207
|
)
|
|||
Change in cash from operating activities
|
6,810
|
|
|
2,309
|
|
|
2,162
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments:
|
|
|
|
|
|
||||||
Purchases
|
(4,389
|
)
|
|
(778
|
)
|
|
(27
|
)
|
|||
Maturities and sales
|
3,878
|
|
|
1,173
|
|
|
7
|
|
|||
Capital expenditures
|
(1,212
|
)
|
|
(699
|
)
|
|
(482
|
)
|
|||
Proceeds from sale of facilities, land, and other assets
|
—
|
|
|
24
|
|
|
88
|
|
|||
Capitalized software development costs
|
(369
|
)
|
|
(207
|
)
|
|
—
|
|
|||
Collections on purchased financing receivables
|
30
|
|
|
35
|
|
|
85
|
|
|||
Acquisition of businesses, net
|
(658
|
)
|
|
(37,629
|
)
|
|
—
|
|
|||
Divestitures of businesses, net
|
—
|
|
|
6,873
|
|
|
8
|
|
|||
Asset acquisitions, net
|
(96
|
)
|
|
—
|
|
|
—
|
|
|||
Asset dispositions, net
|
(59
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(6
|
)
|
|
(48
|
)
|
|
—
|
|
|||
Change in cash from investing activities
|
(2,881
|
)
|
|
(31,256
|
)
|
|
(321
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of dissenting shares obligation
|
—
|
|
|
(446
|
)
|
|
—
|
|
|||
Share repurchases for tax withholdings of equity awards
|
(385
|
)
|
|
(93
|
)
|
|
(2
|
)
|
|||
Proceeds from the issuance of DHI Group Common Stock
|
—
|
|
|
4,422
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock of subsidiaries
|
131
|
|
|
164
|
|
|
—
|
|
|||
Repurchases of DHI Group Common Stock
|
(6
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Repurchases of Class V Common Stock
|
(723
|
)
|
|
(701
|
)
|
|
—
|
|
|||
Repurchases of common stock of subsidiaries
|
(724
|
)
|
|
(611
|
)
|
|
—
|
|
|||
Payments for debt issuance costs
|
(48
|
)
|
|
(853
|
)
|
|
(10
|
)
|
|||
Proceeds from debt
|
14,439
|
|
|
46,893
|
|
|
5,460
|
|
|||
Repayments of debt
|
(12,321
|
)
|
|
(16,960
|
)
|
|
(5,950
|
)
|
|||
Other
|
1
|
|
|
16
|
|
|
6
|
|
|||
Change in cash from financing activities
|
364
|
|
|
31,821
|
|
|
(496
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
175
|
|
|
24
|
|
|
(167
|
)
|
|||
Change in cash and cash equivalents
|
4,468
|
|
|
2,898
|
|
|
1,178
|
|
|||
Cash and cash equivalents at beginning of period, including amounts held for sale
|
9,474
|
|
|
6,576
|
|
|
5,398
|
|
|||
Cash and cash equivalents at end of the period
|
13,942
|
|
|
9,474
|
|
|
6,576
|
|
|||
Less: Cash included in current assets held for sale
|
—
|
|
|
—
|
|
|
254
|
|
|||
Cash and cash equivalents from continuing operations
|
$
|
13,942
|
|
|
$
|
9,474
|
|
|
$
|
6,322
|
|
Income tax paid
|
$
|
924
|
|
|
$
|
978
|
|
|
$
|
264
|
|
Interest paid
|
$
|
2,192
|
|
|
$
|
1,575
|
|
|
$
|
585
|
|
|
Common Stock and Capital in Excess of Par Value
|
|
|
|
|
|
|
|||||||||||
|
Issued Shares
|
|
Amount
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Total Stockholders' Equity
|
|||||||||
Balances as of January 30, 2015
|
405
|
|
|
$
|
5,708
|
|
|
$
|
(2,833
|
)
|
|
$
|
29
|
|
|
$
|
2,904
|
|
Net loss
|
—
|
|
|
—
|
|
|
(1,104
|
)
|
|
—
|
|
|
(1,104
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
(138
|
)
|
||||
Cash flow hedges, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
(215
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||
Revaluation of redeemable shares
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
||||
Balances as of January 29, 2016
|
405
|
|
|
$
|
5,727
|
|
|
$
|
(3,937
|
)
|
|
$
|
(324
|
)
|
|
$
|
1,466
|
|
|
Common Stock and Capital in Excess of Par Value
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
DHI Group
|
|
Class V Common Stock
|
|
DHI Group
|
|
Class V Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Issued Shares
|
|
Amount
|
|
Issued Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Dell Technologies Stockholders' Equity
|
|
Non-Controlling Interests
|
|
Total Stockholders' Equity
|
||||||||||||||||||||||
Balances as of January 29, 2016
|
405
|
|
|
$
|
5,727
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,937
|
)
|
|
$
|
(324
|
)
|
|
$
|
1,466
|
|
|
$
|
—
|
|
|
$
|
1,466
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,672
|
)
|
|
—
|
|
|
(1,672
|
)
|
|
(46
|
)
|
|
(1,718
|
)
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
|
(254
|
)
|
|
—
|
|
|
(254
|
)
|
|||||||||
Investments, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
(16
|
)
|
|||||||||
Cash flow hedges, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||||||
Pension and other post-retirement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||||||
Fair value of non-controlling interests assumed in business combination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,048
|
|
|
6,048
|
|
|||||||||
Issuance of common stock
|
164
|
|
|
4,441
|
|
|
223
|
|
|
10,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,482
|
|
|
—
|
|
|
14,482
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
300
|
|
|
398
|
|
|||||||||
Tax benefit from stock-based compensation
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
10
|
|
|||||||||
Treasury stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
14
|
|
|
(742
|
)
|
|
—
|
|
|
—
|
|
|
(752
|
)
|
|
—
|
|
|
(752
|
)
|
|||||||||
Revaluation of redeemable shares
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|||||||||
Impact from equity transactions of non-controlling interests
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
(534
|
)
|
|
(516
|
)
|
|||||||||
Other
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||||
Balances as of February 3, 20
17
|
569
|
|
|
$
|
10,158
|
|
|
223
|
|
|
$
|
10,041
|
|
|
—
|
|
|
$
|
(10
|
)
|
|
14
|
|
|
$
|
(742
|
)
|
|
$
|
(5,609
|
)
|
|
$
|
(595
|
)
|
|
$
|
13,243
|
|
|
$
|
5,766
|
|
|
$
|
19,009
|
|
|
Common Stock and Capital in Excess of Par Value
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
DHI Group
|
|
Class V Common Stock
|
|
DHI Group
|
|
Class V Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Issued Shares
|
|
Amount
|
|
Issued Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Dell Technologies Stockholders' Equity
|
|
Non-Controlling Interests
|
|
Total Stockholders' Equity
|
||||||||||||||||||||||
Balances as of February 3, 2017
|
569
|
|
|
$
|
10,158
|
|
|
223
|
|
|
$
|
10,041
|
|
|
—
|
|
|
$
|
(10
|
)
|
|
14
|
|
|
$
|
(742
|
)
|
|
$
|
(5,609
|
)
|
|
$
|
(595
|
)
|
|
$
|
13,243
|
|
|
$
|
5,766
|
|
|
$
|
19,009
|
|
Adjustment for adoption of accounting standard (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,728
|
)
|
|
—
|
|
|
(3,728
|
)
|
|
(127
|
)
|
|
(3,855
|
)
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|
791
|
|
|
—
|
|
|
791
|
|
|||||||||
Investments, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
|
(2
|
)
|
|
33
|
|
|||||||||
Cash flow hedges, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
|||||||||
Pension and other post-retirement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||||||
Issuance of common stock
|
2
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
730
|
|
|
839
|
|
|||||||||
Treasury stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(6
|
)
|
|
10
|
|
|
(682
|
)
|
|
—
|
|
|
—
|
|
|
(688
|
)
|
|
—
|
|
|
(688
|
)
|
|||||||||
Revaluation of redeemable shares
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
(153
|
)
|
|||||||||
Impact from equity transactions of non-controlling interests
|
—
|
|
|
(235
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235
|
)
|
|
(706
|
)
|
|
(941
|
)
|
|||||||||
Balances as of February 2,
2018
|
571
|
|
|
$
|
9,848
|
|
|
223
|
|
|
$
|
10,041
|
|
|
1
|
|
|
$
|
(16
|
)
|
|
24
|
|
|
$
|
(1,424
|
)
|
|
$
|
(9,253
|
)
|
|
$
|
130
|
|
|
$
|
9,326
|
|
|
$
|
5,661
|
|
|
$
|
14,987
|
|
|
Estimated Useful Life
|
Computer equipment
|
3-5 years
|
Buildings
|
10-30 years or term of underlying land lease
|
Leasehold improvements
|
Shorter of 5-20 years or lease term
|
Machinery and equipment
|
3-5 years
|
•
|
Software license revenue
. Currently, the Company defers revenue for certain software arrangements due to the absence of vendor specific objective evidence ("VSOE") of fair value for all or a portion of the deliverables. Under the new standard, the Company will no longer be required to establish VSOE of fair value in order to account for elements in an arrangement as separate units of accounting, and will be able to record revenue upon satisfaction of each performance obligation, resulting in more up-front recognition of software license revenue.
|
•
|
Variable consideration.
The Company will estimate the transaction price for elements of consideration which are variable, primarily customer rebates. This consideration will then be recognized to the Consolidated Statement of Income (Loss) commensurate with the timing of the performance obligation to which it is related.
|
•
|
Extended warranty revenue
. For contracts that include both hardware and extended warranty, the new standard will result in more of the aggregate transaction price being allocated to the hardware and less to extended warranty, because the Company will no longer defer revenue based on the separately stated price of the extended warranty provided under the contract. With more of the transaction price being allocated to the hardware, more revenue under these arrangements will be recognized earlier, upon shipment of the hardware.
|
•
|
Costs to obtain a contract
. Within the scope of the new accounting standard, the FASB issued additional accounting guidance for certain costs related to a contract with a customer. In particular, the guidance relates to the incremental costs of obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer. For contracts over one year, the Company will capitalize proportional sales commission costs, including bonuses associated with goal attainment, and will amortize these costs over their expected period of benefit.
|
•
|
Accounts receivable, net
. The adoption of the new revenue standard will result in an increase to accounts receivable, net primarily due to the following two factors:
|
•
|
Other assets
. The adoption of the standard will result in an increase in other assets due to capitalization of the costs to obtain a contract, as well as the accounts receivable, net of impacts discussed above.
|
•
|
Deferred revenue.
The adoption of the standard will result in a decline in deferred revenue due to earlier recognition of revenue for software licenses, and less of aggregate transaction price being allocated to extended warranty. This reduction will be partially offset by an increase resulting from the change in presentation of deferred costs on third-party software offerings, which are routinely sold as an attached component of the Company's hardware offering.
|
|
Purchase Price
|
||
|
(in millions)
|
||
Consideration transferred:
|
|
||
Cash
|
$
|
47,694
|
|
Expense and other (a)
|
968
|
|
|
Class V Common Stock (b)
|
10,041
|
|
|
Total consideration transferred
|
58,703
|
|
|
Non-controlling interests (c)
|
6,048
|
|
|
Less: Post-merger stock compensation expense (d)
|
(800
|
)
|
|
Total purchase price to allocate
|
$
|
63,951
|
|
(b)
|
The fair value of the Class V Common Stock is based on the issuance of approximately
223 million
shares with a per-share fair value of
$45.07
(the opening share price of the Class V Common Stock on the NYSE on September 7, 2016, the first day of trading), which shares were intended to track the economic performance of approximately
65%
of the Company's economic interest in the VMware business, as of the closing date of the EMC merger transaction.
|
(c)
|
Non-controlling interests in VMware, Inc. and Pivotal was
$6.0 billion
as of September 7, 2016. The fair value of the non-controlling interest related to VMware, Inc. was calculated by multiplying outstanding shares of VMware, Inc. common stock that were not owned by EMC by
$73.28
(the opening share price of VMware, Inc. Class A common stock on the NYSE on September 7, 2016). The fair value of the non-controlling interest relating to Pivotal was calculated based on the fair value of Pivotal, the ownership percentage of the non-controlling interests, and a discount for lack of control related to the non-controlling interest.
|
(d)
|
Pursuant to the guidelines of ASC 805, a portion of the consideration related to accelerated EMC equity awards was recorded as post-merger day one stock compensation expense. This expense is attributable to post-merger services not rendered due to the acceleration.
|
Current assets:
|
|
||
Cash and cash equivalents
|
$
|
10,080
|
|
Short-term investments
|
1,765
|
|
|
Accounts receivable
|
2,810
|
|
|
Short-term financing receivables
|
64
|
|
|
Inventories, net
|
1,993
|
|
|
Other current assets
|
903
|
|
|
Total current assets
|
17,615
|
|
|
Property, plant, and equipment
|
4,490
|
|
|
Long-term investments
|
4,317
|
|
|
Long-term financing receivables, net
|
65
|
|
|
Goodwill
|
31,539
|
|
|
Purchased intangibles
|
31,218
|
|
|
Other non-current assets
|
445
|
|
|
Total assets
|
$
|
89,689
|
|
Current liabilities:
|
|
||
Short-term debt
|
$
|
905
|
|
Accounts payable
|
728
|
|
|
Accrued and other
|
3,259
|
|
|
Short-term deferred revenue
|
4,954
|
|
|
Total current liabilities
|
9,846
|
|
|
Long-term debt
|
5,474
|
|
|
Long-term deferred revenue
|
3,469
|
|
|
Deferred tax liabilities
|
6,625
|
|
|
Other non-current liabilities
|
324
|
|
|
Total liabilities
|
25,738
|
|
|
Total net assets
|
$
|
63,951
|
|
|
Fiscal Year Ended
|
||||||
|
February 3, 2017
|
|
January 29, 2016
|
||||
|
(in millions)
|
||||||
Total net revenue
|
$
|
74,225
|
|
|
$
|
73,138
|
|
Net loss attributable to Dell Technologies Inc.
|
$
|
(3,200
|
)
|
|
$
|
(6,013
|
)
|
|
Fiscal Year Ended February 3, 2017
|
||||||||||||||
|
ECD (a)
|
|
Dell Services
|
|
DSG
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net revenue
|
$
|
209
|
|
|
$
|
1,980
|
|
|
$
|
975
|
|
|
$
|
3,164
|
|
Cost of net revenue
|
56
|
|
|
1,563
|
|
|
252
|
|
|
1,871
|
|
||||
Operating expenses
|
137
|
|
|
347
|
|
|
726
|
|
|
1,210
|
|
||||
Interest and other, net
|
(1
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
(11
|
)
|
||||
Income (loss) from discontinued operations before income taxes and gain (loss) on disposal
|
15
|
|
|
62
|
|
|
(5
|
)
|
|
72
|
|
||||
Income tax provision (benefit)
|
3
|
|
|
(40
|
)
|
|
(23
|
)
|
|
(60
|
)
|
||||
Income from discontinued operations, net of income taxes, before gain (loss) on disposal
|
12
|
|
|
102
|
|
|
18
|
|
|
132
|
|
||||
Gain (loss) on disposal, net of tax expense (benefit) of $182, $(256), and $506, respectively
|
(356
|
)
|
|
1,680
|
|
|
563
|
|
|
1,887
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
$
|
(344
|
)
|
|
$
|
1,782
|
|
|
$
|
581
|
|
|
$
|
2,019
|
|
(a)
|
The Company classified the results of ECD as discontinued operations for the period from
September 7, 2016 through February 3, 2017
because the ECD business was only included in the Company's consolidated results since the closing of the EMC merger transaction on September 7, 2016.
|
|
Fiscal Year Ended January 29, 2016
|
||||||||||
|
Dell Services
|
|
DSG
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Net revenue
|
$
|
2,686
|
|
|
$
|
1,289
|
|
|
$
|
3,975
|
|
Cost of net revenue
|
2,157
|
|
|
373
|
|
|
2,530
|
|
|||
Operating expenses
|
399
|
|
|
915
|
|
|
1,314
|
|
|||
Interest and other, net
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||
Loss from discontinued operations before income taxes
|
130
|
|
|
(19
|
)
|
|
111
|
|
|||
Income tax benefit
|
42
|
|
|
5
|
|
|
47
|
|
|||
Loss from discontinued operations, net of income taxes
|
$
|
88
|
|
|
$
|
(24
|
)
|
|
$
|
64
|
|
|
Fiscal Year Ended
|
||||||
|
February 3, 2017
|
|
January 29, 2016
|
||||
|
|
||||||
Depreciation and amortization (a)
|
$
|
32
|
|
|
$
|
211
|
|
Capital expenditures
|
$
|
82
|
|
|
$
|
91
|
|
(a)
|
Depreciation and amortization ceased upon determination that Dell Services and DSG had met the criteria for discontinued operations reporting as of March 27, 2016 and June 19, 2016, respectively. Depreciation and amortization for ECD ceased upon determination that the held for sale criteria were met as of September 7, 2016, concurrently with the closing of the EMC merger transaction.
|
|
February 2, 2018 (a)
|
|
February 3, 2017
|
||||||||||||||||||||||||||||
|
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 and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
8,641
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,641
|
|
|
$
|
4,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,866
|
|
Municipal obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
U.S. corporate debt securities
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign corporate debt securities
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. government and agencies
|
682
|
|
|
392
|
|
|
—
|
|
|
1,074
|
|
|
444
|
|
|
470
|
|
|
—
|
|
|
914
|
|
||||||||
U.S. corporate
|
—
|
|
|
2,003
|
|
|
—
|
|
|
2,003
|
|
|
—
|
|
|
1,800
|
|
|
—
|
|
|
1,800
|
|
||||||||
Foreign
|
—
|
|
|
2,547
|
|
|
—
|
|
|
2,547
|
|
|
—
|
|
|
2,083
|
|
|
—
|
|
|
2,083
|
|
||||||||
Municipal obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
352
|
|
||||||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Equity and other securities
|
236
|
|
|
5
|
|
|
—
|
|
|
241
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
||||||||
Derivative instruments
|
—
|
|
|
83
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
||||||||
Total assets
|
$
|
9,559
|
|
|
$
|
5,118
|
|
|
$
|
—
|
|
|
$
|
14,677
|
|
|
$
|
5,479
|
|
|
$
|
4,917
|
|
|
$
|
—
|
|
|
$
|
10,396
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(in billions)
|
||||||||||||||
Senior Secured Credit Facilities
|
$
|
10.4
|
|
|
$
|
10.6
|
|
|
$
|
11.4
|
|
|
$
|
11.7
|
|
First Lien Notes
|
$
|
19.7
|
|
|
$
|
21.9
|
|
|
$
|
19.7
|
|
|
$
|
21.8
|
|
Unsecured Notes and Debentures
|
$
|
2.3
|
|
|
$
|
2.5
|
|
|
$
|
2.3
|
|
|
$
|
2.5
|
|
Senior Notes
|
$
|
3.1
|
|
|
$
|
3.4
|
|
|
$
|
3.1
|
|
|
$
|
3.5
|
|
EMC Notes
|
$
|
5.5
|
|
|
$
|
5.4
|
|
|
$
|
5.5
|
|
|
$
|
5.4
|
|
VMware Notes
|
$
|
4.0
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Margin Bridge Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
2.5
|
|
Margin Loan Facility
|
$
|
2.0
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
VMware Note Bridge Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||||||||||
|
Cost
|
|
Unrealized Gain
|
|
Unrealized (Loss)
|
|
Carrying Value
|
|
Cost
|
|
Unrealized Gain
|
|
Unrealized (Loss)
|
|
Carrying Value
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. government and agencies
|
$
|
485
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
483
|
|
|
$
|
231
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231
|
|
U.S. corporate debt securities
|
660
|
|
|
—
|
|
|
(2
|
)
|
|
658
|
|
|
651
|
|
|
—
|
|
|
(1
|
)
|
|
650
|
|
||||||||
Foreign debt securities
|
1,048
|
|
|
—
|
|
|
(2
|
)
|
|
1,046
|
|
|
743
|
|
|
—
|
|
|
(1
|
)
|
|
742
|
|
||||||||
Municipal obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
—
|
|
|
348
|
|
||||||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||||
Total short-term investments
|
2,193
|
|
|
—
|
|
|
(6
|
)
|
|
2,187
|
|
|
1,977
|
|
|
—
|
|
|
(2
|
)
|
|
1,975
|
|
||||||||
U.S. government and agencies
|
600
|
|
|
—
|
|
|
(9
|
)
|
|
591
|
|
|
689
|
|
|
—
|
|
|
(6
|
)
|
|
683
|
|
||||||||
U.S. corporate debt securities
|
1,361
|
|
|
—
|
|
|
(16
|
)
|
|
1,345
|
|
|
1,164
|
|
|
—
|
|
|
(14
|
)
|
|
1,150
|
|
||||||||
Foreign debt securities
|
1,518
|
|
|
—
|
|
|
(17
|
)
|
|
1,501
|
|
|
1,356
|
|
|
—
|
|
|
(15
|
)
|
|
1,341
|
|
||||||||
Municipal obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||||
Equity and other securities (a)
|
640
|
|
|
86
|
|
|
—
|
|
|
726
|
|
|
604
|
|
|
22
|
|
|
(2
|
)
|
|
624
|
|
||||||||
Total long-term investments
|
4,119
|
|
|
86
|
|
|
(42
|
)
|
|
4,163
|
|
|
3,817
|
|
|
22
|
|
|
(37
|
)
|
|
3,802
|
|
||||||||
Total investments
|
$
|
6,312
|
|
|
$
|
86
|
|
|
$
|
(48
|
)
|
|
$
|
6,350
|
|
|
$
|
5,794
|
|
|
$
|
22
|
|
|
$
|
(39
|
)
|
|
$
|
5,777
|
|
(a)
|
The majority of equity and other securities are strategic investments accounted for under the cost method, while the remainder are investments that are measured at fair value on a recurring basis. See
Note 5
of the
Notes to the Consolidated Financial Statements
for additional information on investments measured at fair value on a recurring basis.
|
|
Amortized Cost
|
|
Carrying Value
|
||||
|
(in millions)
|
||||||
Due within one year
|
$
|
2,193
|
|
|
$
|
2,187
|
|
Due after 1 year through 5 years
|
3,419
|
|
|
3,378
|
|
||
Due after 5 years through 10 years
|
60
|
|
|
59
|
|
||
Total
|
$
|
5,672
|
|
|
$
|
5,624
|
|
•
|
Revolving loans
— Revolving loans offered under private label credit financing programs provide qualified customers with a revolving credit line for the purchase of products and services offered by Dell Technologies. These private label credit financing programs are referred to as Dell Preferred Account ("DPA") and Dell Business Credit ("DBC"). The DPA product is primarily offered to individual consumer customers, and the DBC product is primarily offered to small and medium-sized commercial customers. Revolving loans in the United States bear interest at a variable annual percentage rate that is tied to the prime rate. Based on historical payment patterns,
revolving loan transactions are typically repaid within
twelve months
on average.
|
•
|
Fixed-term sales-type leases and loans
— The Company enters into sales-type lease arrangements with customers who seek lease financing. Leases with business customers have fixed terms of generally
two
to
four years
. Future maturities of minimum lease and associated financing payments as of
February 2, 2018
were as follo
ws:
Fiscal 2019
-
$2,210 million
;
Fiscal 2020
-
$1,449 million
;
Fiscal 2021
-
$717 million
;
Fiscal 2022
-
$198 million
;
Fiscal 2023 and beyond
-
$48 million
. Future maturities and associated financing payments referenced herein represent the aggregate payments under the customer lease contract. The Company also offers fixed-term loans to qualified small businesses, large commercial accounts, governmental organizations, educational entities, and certain individual consumer customers.
These loans are repaid in equal payments including interest and have defined terms of generally
three
to
five years
.
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||
|
Revolving
|
|
Fixed-term
|
|
Total
|
|
Revolving
|
|
Fixed-term
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Financing receivables, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer receivables, gross
|
$
|
900
|
|
|
$
|
6,282
|
|
|
$
|
7,182
|
|
|
$
|
1,009
|
|
|
$
|
4,530
|
|
|
$
|
5,539
|
|
Allowances for losses
|
(81
|
)
|
|
(64
|
)
|
|
(145
|
)
|
|
(91
|
)
|
|
(52
|
)
|
|
(143
|
)
|
||||||
Customer receivables, net
|
819
|
|
|
6,218
|
|
|
7,037
|
|
|
918
|
|
|
4,478
|
|
|
5,396
|
|
||||||
Residual interest
|
—
|
|
|
606
|
|
|
606
|
|
|
—
|
|
|
477
|
|
|
477
|
|
||||||
Financing receivables, net
|
$
|
819
|
|
|
$
|
6,824
|
|
|
$
|
7,643
|
|
|
$
|
918
|
|
|
$
|
4,955
|
|
|
$
|
5,873
|
|
Short-term
|
$
|
819
|
|
|
$
|
3,100
|
|
|
$
|
3,919
|
|
|
$
|
918
|
|
|
$
|
2,304
|
|
|
$
|
3,222
|
|
Long-term
|
$
|
—
|
|
|
$
|
3,724
|
|
|
$
|
3,724
|
|
|
$
|
—
|
|
|
$
|
2,651
|
|
|
$
|
2,651
|
|
|
Fiscal Year Ended
|
||||||||||
|
Revolving
|
|
Fixed-term
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Allowance for financing receivable losses:
|
|
|
|
|
|
||||||
Balances as of January 30, 2015
|
$
|
145
|
|
|
$
|
49
|
|
|
$
|
194
|
|
Charge-offs, net of recoveries
|
(105
|
)
|
|
(17
|
)
|
|
(122
|
)
|
|||
Provision charged to income statement
|
78
|
|
|
26
|
|
|
104
|
|
|||
Balances as of January 29, 2016
|
118
|
|
|
58
|
|
|
176
|
|
|||
Charge-offs, net of recoveries
|
(91
|
)
|
|
(17
|
)
|
|
(108
|
)
|
|||
Provision charged to income statement
|
64
|
|
|
11
|
|
|
75
|
|
|||
Balances as of February 3, 2017
|
91
|
|
|
52
|
|
|
143
|
|
|||
Charge-offs, net of recoveries
|
(84
|
)
|
|
(17
|
)
|
|
(101
|
)
|
|||
Provision charged to income statement
|
74
|
|
|
29
|
|
|
103
|
|
|||
Balances as of February 2, 2018
|
$
|
81
|
|
|
$
|
64
|
|
|
$
|
145
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||||||||||
|
Current
|
|
Past Due 1 — 90 Days
|
|
Past Due > 90 Days
|
|
Total
|
|
Current
|
|
Past Due 1 — 90 Days
|
|
Past Due > 90 Days
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Revolving — DPA
|
$
|
633
|
|
|
$
|
59
|
|
|
$
|
23
|
|
|
$
|
715
|
|
|
$
|
715
|
|
|
$
|
66
|
|
|
$
|
27
|
|
|
$
|
808
|
|
Revolving — DBC
|
162
|
|
|
19
|
|
|
4
|
|
|
185
|
|
|
175
|
|
|
22
|
|
|
4
|
|
|
201
|
|
||||||||
Fixed-term — Consumer and Commercial
|
5,414
|
|
|
775
|
|
|
93
|
|
|
6,282
|
|
|
3,994
|
|
|
506
|
|
|
30
|
|
|
4,530
|
|
||||||||
Total customer receivables, gross
|
$
|
6,209
|
|
|
$
|
853
|
|
|
$
|
120
|
|
|
$
|
7,182
|
|
|
$
|
4,884
|
|
|
$
|
594
|
|
|
$
|
61
|
|
|
$
|
5,539
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||||||||||
|
Higher
|
|
Mid
|
|
Lower
|
|
Total
|
|
Higher
|
|
Mid
|
|
Lower
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Revolving — DPA
|
$
|
131
|
|
|
$
|
223
|
|
|
$
|
361
|
|
|
$
|
715
|
|
|
$
|
136
|
|
|
$
|
244
|
|
|
$
|
428
|
|
|
$
|
808
|
|
Revolving — DBC
|
$
|
48
|
|
|
$
|
58
|
|
|
$
|
79
|
|
|
$
|
185
|
|
|
$
|
61
|
|
|
$
|
60
|
|
|
$
|
80
|
|
|
$
|
201
|
|
Fixed-term — Consumer and Commercial (a)
|
$
|
3,334
|
|
|
$
|
1,828
|
|
|
$
|
1,120
|
|
|
$
|
6,282
|
|
|
$
|
2,232
|
|
|
$
|
1,428
|
|
|
$
|
870
|
|
|
$
|
4,530
|
|
(a)
|
During the three months ended May 5, 2017, the Company modified its credit scoring methodology for fixed-term financing receivables in response to changes in its go-to-market strategy. This methodology has been modified to a single, consistent, and comparable model across all fixed-term product customers. In connection with this change, the Company has recategorized existing fixed-term customers and has recast prior period credit quality categories to align with the current period presentation.
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
DFS U.S. debt
|
|
|
|
||||
Securitization facilities
|
$
|
1,498
|
|
|
$
|
1,481
|
|
Fixed-term securitization offerings
|
2,034
|
|
|
1,364
|
|
||
Other
|
32
|
|
|
4
|
|
||
Total DFS U.S. debt
|
3,564
|
|
|
2,849
|
|
||
DFS international debt
|
|
|
|
||||
Securitization facility
|
404
|
|
|
233
|
|
||
Other structured facilities
|
628
|
|
|
382
|
|
||
Note payable
|
200
|
|
|
—
|
|
||
Total DFS international debt
|
1,232
|
|
|
615
|
|
||
Total DFS debt
|
$
|
4,796
|
|
|
$
|
3,464
|
|
Total short-term DFS debt
|
$
|
3,327
|
|
|
$
|
2,088
|
|
Total long-term DFS debt
|
$
|
1,469
|
|
|
$
|
1,376
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Financing receivables held by consolidated VIEs, net:
|
|
|
|
|
|
||
Short-term, net
|
$
|
2,572
|
|
|
$
|
2,227
|
|
Long-term, net
|
1,981
|
|
|
1,381
|
|
||
Financing receivables held by consolidated VIEs, net
|
$
|
4,553
|
|
|
$
|
3,608
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Secured Debt
|
|
|
|
||||
Senior Secured Credit Facilities:
|
|
|
|
||||
3.58% Term Loan B Facility due September 2023
|
$
|
4,988
|
|
|
$
|
4,987
|
|
Term Loan A-1 Facility due December 2018
|
—
|
|
|
600
|
|
||
3.33% Term Loan A-2 Facility due September 2021
|
4,394
|
|
|
3,876
|
|
||
3.08% Term Loan A-3 Facility due December 2018
|
1,213
|
|
|
1,800
|
|
||
3.33% Revolving Credit Facility due September 2021
|
—
|
|
|
375
|
|
||
First Lien Notes:
|
|
|
|
||||
3.48% due June 2019
|
3,750
|
|
|
3,750
|
|
||
4.42% due June 2021
|
4,500
|
|
|
4,500
|
|
||
5.45% due June 2023
|
3,750
|
|
|
3,750
|
|
||
6.02% due June 2026
|
4,500
|
|
|
4,500
|
|
||
8.10% due July 2036
|
1,500
|
|
|
1,500
|
|
||
8.35% due July 2046
|
2,000
|
|
|
2,000
|
|
||
Unsecured Debt
|
|
|
|
||||
Unsecured Notes and Debentures:
|
|
|
|
||||
5.65% due April 2018
|
500
|
|
|
500
|
|
||
5.875% due June 2019
|
600
|
|
|
600
|
|
||
4.625% due April 2021
|
400
|
|
|
400
|
|
||
7.10% due April 2028
|
300
|
|
|
300
|
|
||
6.50% due April 2038
|
388
|
|
|
388
|
|
||
5.40% due September 2040
|
264
|
|
|
265
|
|
||
Senior Notes:
|
|
|
|
||||
5.875% due June 2021
|
1,625
|
|
|
1,625
|
|
||
7.125% due June 2024
|
1,625
|
|
|
1,625
|
|
||
EMC Notes:
|
|
|
|
||||
1.875% due June 2018
|
2,500
|
|
|
2,500
|
|
||
2.650% due June 2020
|
2,000
|
|
|
2,000
|
|
||
3.375% due June 2023
|
1,000
|
|
|
1,000
|
|
||
VMware Notes:
|
|
|
|
||||
2.30% due August 2020
|
1,250
|
|
|
—
|
|
||
2.95% due August 2022
|
1,500
|
|
|
—
|
|
||
3.90% due August 2027
|
1,250
|
|
|
—
|
|
||
DFS Debt (Note 7)
|
4,796
|
|
|
3,464
|
|
||
Other
|
|
|
|
||||
4.02% Margin Loan Facility due April 2022
|
2,000
|
|
|
—
|
|
||
Margin Bridge Facility due September 2017
|
—
|
|
|
2,500
|
|
||
VMware Note Bridge Facility due September 2017
|
—
|
|
|
1,500
|
|
||
Other
|
101
|
|
|
51
|
|
||
Total debt, principal amount
|
$
|
52,694
|
|
|
$
|
50,356
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Total debt, principal amount
|
$
|
52,694
|
|
|
$
|
50,356
|
|
Unamortized discount, net of unamortized premium
|
(266
|
)
|
|
(284
|
)
|
||
Debt issuance costs
|
(557
|
)
|
|
(682
|
)
|
||
Total debt, carrying value
|
$
|
51,871
|
|
|
$
|
49,390
|
|
Total short-term debt, carrying value
|
$
|
7,873
|
|
|
$
|
6,329
|
|
Total long-term debt, carrying value
|
$
|
43,998
|
|
|
$
|
43,061
|
|
|
Maturities by Fiscal Year
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Senior Secured Credit Facilities and First Lien Notes
|
$
|
1,541
|
|
|
$
|
4,245
|
|
|
$
|
371
|
|
|
$
|
7,888
|
|
|
$
|
63
|
|
|
$
|
16,487
|
|
|
$
|
30,595
|
|
Unsecured Notes and Debentures
|
500
|
|
|
600
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
952
|
|
|
2,452
|
|
|||||||
Senior Notes and EMC Notes
|
2,500
|
|
|
—
|
|
|
2,000
|
|
|
1,625
|
|
|
—
|
|
|
2,625
|
|
|
8,750
|
|
|||||||
VMware Notes
|
—
|
|
|
—
|
|
|
1,250
|
|
|
—
|
|
|
1,500
|
|
|
1,250
|
|
|
4,000
|
|
|||||||
DFS Debt
|
3,328
|
|
|
847
|
|
|
530
|
|
|
82
|
|
|
9
|
|
|
—
|
|
|
4,796
|
|
|||||||
Margin Loan Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||||||
Other
|
19
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
101
|
|
|||||||
Total maturities, principal amount
|
7,888
|
|
|
5,692
|
|
|
4,207
|
|
|
9,995
|
|
|
3,572
|
|
|
21,340
|
|
|
52,694
|
|
|||||||
Associated carrying value adjustments
|
(14
|
)
|
|
(32
|
)
|
|
(8
|
)
|
|
(192
|
)
|
|
(30
|
)
|
|
(547
|
)
|
|
(823
|
)
|
|||||||
Total maturities, carrying value amount
|
$
|
7,874
|
|
|
$
|
5,660
|
|
|
$
|
4,199
|
|
|
$
|
9,803
|
|
|
$
|
3,542
|
|
|
$
|
20,793
|
|
|
$
|
51,871
|
|
|
February 2, 2018
|
|
February 3, 2017 (a)
|
||||
|
(in millions)
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
||
Designated as cash flow hedging instruments
|
$
|
4,392
|
|
|
$
|
3,781
|
|
Non-designated as hedging instruments
|
6,223
|
|
|
5,146
|
|
||
Total
|
$
|
10,615
|
|
|
$
|
8,927
|
|
|
|
|
|
||||
Interest rate contracts:
|
|
|
|
||||
Non-designated as hedging instruments
|
$
|
1,897
|
|
|
$
|
1,251
|
|
(a)
|
During the fiscal year ended
February 2, 2018
, the notional amount calculation methodology was enhanced to reflect the sum of the absolute value of derivative instruments netted by currency. Prior period amounts have been updated to conform with the current period presentation.
|
Derivatives in
Cash Flow Hedging Relationships |
|
Gain (Loss)
Recognized in Accumulated OCI, Net of Tax, on Derivatives (Effective Portion) |
|
Location of Gain (Loss)
Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Gain (Loss)
Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
|
|
Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
|
||||||
(in millions)
|
||||||||||||||||
For the fiscal year ended February 2, 2018
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Total net revenue
|
|
$
|
(77
|
)
|
|
|
|
|
|||
Foreign exchange contracts
|
|
$
|
(248
|
)
|
|
Total cost of net revenue
|
|
(57
|
)
|
|
|
|
|
|||
Interest rate contracts
|
|
—
|
|
|
Interest and other, net
|
|
—
|
|
|
Interest and other, net
|
|
$
|
—
|
|
||
Total
|
|
$
|
(248
|
)
|
|
|
|
$
|
(134
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the fiscal year ended February 3, 2017
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Total net revenue
|
|
$
|
57
|
|
|
|
|
|
|||
Foreign exchange contracts
|
|
$
|
20
|
|
|
Total cost of net revenue
|
|
(13
|
)
|
|
|
|
|
|||
Interest rate contracts
|
|
—
|
|
|
Interest and other, net
|
|
—
|
|
|
Interest and other, net
|
|
$
|
(1
|
)
|
||
Total
|
|
$
|
20
|
|
|
|
|
$
|
44
|
|
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the fiscal year ended January 29, 2016
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Total net revenue
|
|
$
|
328
|
|
|
|
|
|
|||
Foreign exchange contracts
|
|
$
|
152
|
|
|
Total cost of net revenue
|
|
40
|
|
|
|
|
|
|||
Interest rate contracts
|
|
—
|
|
|
Interest and other, net
|
|
—
|
|
|
Interest and other, net
|
|
$
|
(1
|
)
|
||
Total
|
|
$
|
152
|
|
|
|
|
$
|
368
|
|
|
|
|
$
|
(1
|
)
|
|
February 2, 2018
|
||||||||||||||||||
|
Other Current
Assets |
|
Other Non-
Current Assets |
|
Other Current
Liabilities |
|
Other Non-Current
Liabilities |
|
Total
Fair Value |
||||||||||
|
|
|
(in millions)
|
|
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|||||||||||||||||||
Foreign exchange contracts in an asset position
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Foreign exchange contracts in a liability position
|
(7
|
)
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(59
|
)
|
|||||
Net asset (liability)
|
2
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Derivatives not designated as hedging instruments:
|
|||||||||||||||||||
Foreign exchange contracts in an asset position
|
194
|
|
|
3
|
|
|
141
|
|
|
—
|
|
|
338
|
|
|||||
Foreign exchange contracts in a liability position
|
(127
|
)
|
|
—
|
|
|
(283
|
)
|
|
—
|
|
|
(410
|
)
|
|||||
Interest rate contracts in an asset position
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Interest rate contracts in a liability position
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Net asset (liability)
|
67
|
|
|
14
|
|
|
(142
|
)
|
|
(1
|
)
|
|
(62
|
)
|
|||||
Total derivatives at fair value
|
$
|
69
|
|
|
$
|
14
|
|
|
$
|
(183
|
)
|
|
$
|
(1
|
)
|
|
$
|
(101
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
February 3, 2017
|
||||||||||||||||||
|
Other Current
Assets |
|
Other Non-
Current Assets |
|
Other Current
Liabilities |
|
Other Non-Current
Liabilities |
|
Total
Fair Value |
||||||||||
|
|
|
(in millions)
|
|
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|||||||||||||||||||
Foreign exchange contracts in an asset position
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
58
|
|
Foreign exchange contracts in a liability position
|
(19
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Net asset (liability)
|
22
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
33
|
|
|||||
Derivatives not designated as hedging instruments:
|
|||||||||||||||||||
Foreign exchange contracts in an asset position
|
309
|
|
|
2
|
|
|
31
|
|
|
—
|
|
|
342
|
|
|||||
Foreign exchange contracts in a liability position
|
(131
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
(234
|
)
|
|||||
Interest rate contracts in an asset position
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Interest rate contracts in a liability position
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Net asset (liability)
|
178
|
|
|
5
|
|
|
(72
|
)
|
|
(3
|
)
|
|
108
|
|
|||||
Total derivatives at fair value
|
$
|
200
|
|
|
$
|
5
|
|
|
$
|
(61
|
)
|
|
$
|
(3
|
)
|
|
$
|
141
|
|
|
February 2, 2018
|
||||||||||||||||||||||
|
Gross Amounts of Recognized Assets/ (Liabilities)
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets/ (Liabilities) Presented in the Statement of Financial Position
|
|
Gross Amounts not Offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||||||
|
Financial Instruments
|
|
Cash Collateral Received or Pledged
|
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial assets
|
$
|
369
|
|
|
$
|
(286
|
)
|
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
Financial liabilities
|
(470
|
)
|
|
286
|
|
|
(184
|
)
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
||||||
Total derivative instruments
|
$
|
(101
|
)
|
|
$
|
—
|
|
|
$
|
(101
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(101
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
February 3, 2017
|
||||||||||||||||||||||
|
Gross Amounts of Recognized Assets/ (Liabilities)
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets/ (Liabilities) Presented in the Statement of Financial Position
|
|
Gross Amounts not Offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||||||
|
Financial Instruments
|
|
Cash Collateral Received or Pledged
|
|
|||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial assets
|
$
|
403
|
|
|
$
|
(198
|
)
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205
|
|
Financial liabilities
|
(262
|
)
|
|
198
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
||||||
Total derivative instruments
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141
|
|
|
Client Solutions Group
|
|
Infrastructure Solutions Group (a)
|
|
VMware
|
|
Other Businesses (b)
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balances as of January 29, 2016
|
$
|
4,428
|
|
|
$
|
3,907
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
8,406
|
|
Goodwill acquired
|
—
|
|
|
12,872
|
|
|
15,070
|
|
|
3,597
|
|
|
31,539
|
|
|||||
Impact of foreign currency translation
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(32
|
)
|
|
(201
|
)
|
|||||
Goodwill divested
|
—
|
|
|
(834
|
)
|
|
—
|
|
|
—
|
|
|
(834
|
)
|
|||||
Other adjustments
|
(191
|
)
|
|
(169
|
)
|
|
—
|
|
|
360
|
|
|
—
|
|
|||||
Balances as of February 3, 2017
|
4,237
|
|
|
15,607
|
|
|
15,070
|
|
|
3,996
|
|
|
38,910
|
|
|||||
Goodwill acquired
|
—
|
|
|
—
|
|
|
565
|
|
|
9
|
|
|
574
|
|
|||||
Impact of foreign currency translation
|
—
|
|
|
359
|
|
|
—
|
|
|
90
|
|
|
449
|
|
|||||
Goodwill divested
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Balances as of February 2, 2018
|
$
|
4,237
|
|
|
$
|
15,953
|
|
|
$
|
15,635
|
|
|
$
|
4,095
|
|
|
$
|
39,920
|
|
(a)
|
Infrastructure Solutions Group is composed of the Core Storage, Servers, and Networking goodwill reporting unit and Virtustream goodwill reporting unit.
|
(b)
|
Other Businesses consists of offerings by RSA Information Security, SecureWorks, Pivotal, and Boomi.
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Customer relationships
|
$
|
22,764
|
|
|
$
|
(8,637
|
)
|
|
$
|
14,127
|
|
|
$
|
22,708
|
|
|
$
|
(5,552
|
)
|
|
$
|
17,156
|
|
Developed technology
|
15,586
|
|
|
(6,196
|
)
|
|
9,390
|
|
|
14,569
|
|
|
(2,510
|
)
|
|
12,059
|
|
||||||
Trade names
|
1,277
|
|
|
(407
|
)
|
|
870
|
|
|
1,268
|
|
|
(201
|
)
|
|
1,067
|
|
||||||
Leasehold assets (liabilities)
|
128
|
|
|
(6
|
)
|
|
122
|
|
|
128
|
|
|
(1
|
)
|
|
127
|
|
||||||
Definite-lived intangible assets
|
39,755
|
|
|
(15,246
|
)
|
|
24,509
|
|
|
38,673
|
|
|
(8,264
|
)
|
|
30,409
|
|
||||||
In-process research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
890
|
|
|
—
|
|
|
890
|
|
||||||
Indefinite-lived trade names
|
3,756
|
|
|
—
|
|
|
3,756
|
|
|
3,754
|
|
|
—
|
|
|
3,754
|
|
||||||
Total intangible assets
|
$
|
43,511
|
|
|
$
|
(15,246
|
)
|
|
$
|
28,265
|
|
|
$
|
43,317
|
|
|
$
|
(8,264
|
)
|
|
$
|
35,053
|
|
Fiscal Years
|
(in millions)
|
||
2019
|
$
|
6,083
|
|
2020
|
4,297
|
|
|
2021
|
3,356
|
|
|
2022
|
2,638
|
|
|
2023
|
1,754
|
|
|
Thereafter
|
6,381
|
|
|
Total
|
$
|
24,509
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Warranty liability:
|
|
|
|
|
|
||||||
Warranty liability at beginning of period
|
$
|
604
|
|
|
$
|
574
|
|
|
$
|
679
|
|
Warranty liability assumed through EMC merger transaction
|
—
|
|
|
125
|
|
|
—
|
|
|||
Costs accrued for new warranty contracts and changes in estimates for pre-existing warranties (a) (b)
|
905
|
|
|
852
|
|
|
754
|
|
|||
Service obligations honored
|
(970
|
)
|
|
(947
|
)
|
|
(859
|
)
|
|||
Warranty liability at end of period
|
$
|
539
|
|
|
$
|
604
|
|
|
$
|
574
|
|
Current portion
|
$
|
367
|
|
|
$
|
405
|
|
|
$
|
381
|
|
Non-current portion
|
$
|
172
|
|
|
$
|
199
|
|
|
$
|
193
|
|
(a)
|
Changes in cost estimates related to pre-existing warranties are aggregated with accruals for new standard warranty contracts. The Company's warranty liability process does not differentiate between estimates made for pre-existing warranties and new warranty obligations.
|
(b)
|
Includes the impact of foreign currency exchange rate fluctuations.
|
|
Severance Costs
|
||
|
(in millions)
|
||
Balance as of January 30, 2015
|
$
|
95
|
|
Severance charges to provision
|
20
|
|
|
Cash paid and other
|
(89
|
)
|
|
Balance as of January 29, 2016
|
26
|
|
|
Severance liability assumed through EMC merger transaction
|
70
|
|
|
Severance charges to provision
|
541
|
|
|
Cash paid and other
|
(221
|
)
|
|
Balance as of February 3, 2017
|
416
|
|
|
Severance charges to provision
|
159
|
|
|
Cash paid and other
|
(400
|
)
|
|
Balance as of February 2, 2018
|
$
|
175
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Severance charges:
|
|
|
|
|
|
||||||
Cost of net revenue
|
$
|
46
|
|
|
$
|
122
|
|
|
$
|
1
|
|
Selling, general, and administrative
|
46
|
|
|
355
|
|
|
(1
|
)
|
|||
Research and development
|
67
|
|
|
64
|
|
|
20
|
|
|||
Total
|
$
|
159
|
|
|
$
|
541
|
|
|
$
|
20
|
|
Case
|
Court
|
Filing Date
|
|
1.
|
IBEW Local No. 129 Benefit Fund v. Tucci
,
Civ. No. 1584-3130-BLS1
|
Mass. Superior Court, Suffolk County
|
10/15/2015
|
2.
|
Barrett v. Tucci
,
Civ. No. 15-6023-A
|
Mass. Superior Court, Middlesex County
|
10/16/2015
|
3.
|
Graulich v. Tucci
,
Civ. No. 1584-3169-BLS1
|
Mass. Superior Court, Suffolk County
|
10/19/2015
|
4.
|
Vassallo v. EMC Corp.
,
Civ. No. 1584-3173-BLS1
|
Mass. Superior Court, Suffolk County
|
10/19/2015
|
5.
|
City of Miami Police Relief & Pension Fund v. Tucci
,
Civ. No. 1584-3174-BLS1
|
Mass. Superior Court, Suffolk County
|
10/19/2015
|
6.
|
Lasker v. EMC Corp.
,
Civ. No. 1584-3214-BLS1
|
Mass. Superior Court, Suffolk County
|
10/23/2015
|
7.
|
Walsh v. EMC Corp.
,
Civ. No. 15-13654
|
U.S. District Court,
District of Massachusetts
|
10/27/2015
|
8.
|
Local Union No. 373 U.A. Pension Plan v. EMC Corp.
,
Civ. No. 1584-3253-BLS1
|
Mass. Superior Court, Suffolk County
|
10/28/2015
|
9.
|
City of Lakeland Emps.' Pension & Ret. Fund v. Tucci
,
Civ. No. 1584-3269-BLS1 |
Mass. Superior Court, Suffolk County
|
10/28/2015
|
10.
|
Ma v. Tucci
,
Civ. No. 1584-3281-BLS1
|
Mass. Superior Court, Suffolk County
|
10/29/2015
|
11.
|
Stull v. EMC Corp.
,
Civ. No. 15-13692
|
U.S. District Court,
District of Massachusetts
|
10/30/2015
|
12.
|
Jacobs v. EMC Corp.
,
Civ. No. 15-6318-H
|
Mass. Superior Court, Middlesex County
|
11/12/2015
|
13.
|
Ford v. VMware, Inc.
,
C.A. No. 11714-VCL
|
Delaware Chancery Court
|
11/17/2015
|
14.
|
Pancake v. EMC Corp.
,
Civ. No. 16-10040
|
U.S. District Court,
District of Massachusetts
|
1/11/2016
|
15.
|
Booth Family Trust v. EMC Corp.
,
Civ. No. 16-10114
|
U.S. District Court,
District of Massachusetts
|
1/26/2016
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
52
|
|
|
$
|
(139
|
)
|
|
$
|
(174
|
)
|
State/local
|
111
|
|
|
46
|
|
|
(2
|
)
|
|||
Foreign
|
599
|
|
|
322
|
|
|
228
|
|
|||
Current
|
762
|
|
|
229
|
|
|
52
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(2,301
|
)
|
|
(1,676
|
)
|
|
(119
|
)
|
|||
State/local
|
(156
|
)
|
|
(120
|
)
|
|
(15
|
)
|
|||
Foreign
|
(138
|
)
|
|
(52
|
)
|
|
(36
|
)
|
|||
Deferred
|
(2,595
|
)
|
|
(1,848
|
)
|
|
(170
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(1,833
|
)
|
|
$
|
(1,619
|
)
|
|
$
|
(118
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Domestic
|
$
|
(6,494
|
)
|
|
$
|
(7,173
|
)
|
|
$
|
(3,498
|
)
|
Foreign
|
806
|
|
|
1,817
|
|
|
2,212
|
|
|||
Loss from continuing operations before income taxes
|
$
|
(5,688
|
)
|
|
$
|
(5,356
|
)
|
|
$
|
(1,286
|
)
|
|
Fiscal Year Ended
|
|||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
|||
U.S. federal statutory rate
|
33.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
2.7
|
|
|
2.7
|
|
|
1.9
|
|
Tax impact of foreign operations
|
(8.0
|
)
|
|
(4.9
|
)
|
|
(33.4
|
)
|
Change in valuation allowance impacting tax rate and non-deductible operating losses
|
(1.7
|
)
|
|
(1.1
|
)
|
|
4.2
|
|
U.S. Tax Reform
|
5.6
|
|
|
—
|
|
|
—
|
|
IRS tax audit settlement
|
—
|
|
|
5.5
|
|
|
—
|
|
Vendor and other settlements
|
0.4
|
|
|
0.5
|
|
|
2.5
|
|
Non-deductible transaction-related costs
|
—
|
|
|
(2.1
|
)
|
|
(0.6
|
)
|
Other
|
(0.5
|
)
|
|
(5.4
|
)
|
|
(0.4
|
)
|
Total
|
32.2
|
%
|
|
30.2
|
%
|
|
9.2
|
%
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Deferred revenue and warranty provisions
|
$
|
1,447
|
|
|
$
|
1,955
|
|
Provisions for product returns and doubtful accounts
|
115
|
|
|
131
|
|
||
Credit carryforwards
|
540
|
|
|
511
|
|
||
Loss carryforwards
|
509
|
|
|
372
|
|
||
Operating and compensation related accruals
|
604
|
|
|
765
|
|
||
Other
|
122
|
|
|
262
|
|
||
Deferred tax assets
|
3,337
|
|
|
3,996
|
|
||
Valuation allowance
|
(815
|
)
|
|
(737
|
)
|
||
Deferred tax assets, net of valuation allowance
|
2,522
|
|
|
3,259
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Leasing and financing
|
(178
|
)
|
|
(109
|
)
|
||
Property and equipment
|
(483
|
)
|
|
(743
|
)
|
||
Acquired intangibles
|
(4,004
|
)
|
|
(7,281
|
)
|
||
Other
|
(194
|
)
|
|
(38
|
)
|
||
Deferred tax liabilities
|
(4,859
|
)
|
|
(8,171
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
(2,337
|
)
|
|
$
|
(4,912
|
)
|
|
February 2, 2018
|
||||||||||||
|
Deferred Tax Assets
|
|
Valuation Allowance
|
|
Net Deferred Tax Assets
|
|
First Year Expiring
|
||||||
|
(in millions)
|
||||||||||||
Credit carryforwards
|
$
|
540
|
|
|
$
|
(366
|
)
|
|
$
|
174
|
|
|
Fiscal 2019
|
Loss carryforwards
|
509
|
|
|
(279
|
)
|
|
230
|
|
|
Fiscal 2019
|
|||
Other deferred tax assets
|
2,288
|
|
|
(170
|
)
|
|
2,118
|
|
|
NA
|
|||
Total
|
$
|
3,337
|
|
|
$
|
(815
|
)
|
|
$
|
2,522
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
February 3, 2017
|
||||||||||||
|
Deferred Tax Assets
|
|
Valuation Allowance
|
|
Net Deferred Tax Assets
|
|
First Year Expiring
|
||||||
|
(in millions)
|
||||||||||||
Credit carryforwards
|
$
|
511
|
|
|
$
|
(406
|
)
|
|
$
|
105
|
|
|
Fiscal 2018
|
Loss carryforwards
|
372
|
|
|
(205
|
)
|
|
167
|
|
|
Fiscal 2018
|
|||
Other deferred tax assets
|
3,113
|
|
|
(126
|
)
|
|
2,987
|
|
|
NA
|
|||
Total
|
$
|
3,996
|
|
|
$
|
(737
|
)
|
|
$
|
3,259
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Balance, beginning of year
|
$
|
2,752
|
|
|
$
|
2,479
|
|
|
$
|
2,455
|
|
Unrecognized tax benefits assumed through EMC merger transaction
|
—
|
|
|
558
|
|
|
—
|
|
|||
Increases related to tax positions of the current year
|
155
|
|
|
116
|
|
|
70
|
|
|||
Increases related to tax position of prior years
|
98
|
|
|
227
|
|
|
52
|
|
|||
Reductions for tax positions of prior years
|
(90
|
)
|
|
(379
|
)
|
|
(61
|
)
|
|||
Lapse of statute of limitations
|
(34
|
)
|
|
(30
|
)
|
|
(24
|
)
|
|||
Audit settlements
|
(14
|
)
|
|
(219
|
)
|
|
(13
|
)
|
|||
Balance, end of year
|
$
|
2,867
|
|
|
$
|
2,752
|
|
|
$
|
2,479
|
|
|
Foreign Currency Translation Adjustments
|
|
Investments
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Plans
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balances as of January 30, 2015
|
$
|
(220
|
)
|
|
$
|
—
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
29
|
|
Other comprehensive income (loss) before reclassifications
|
(138
|
)
|
|
—
|
|
|
152
|
|
|
—
|
|
|
14
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
(367
|
)
|
|
—
|
|
|
(367
|
)
|
|||||
Total change for the period
|
(138
|
)
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
(353
|
)
|
|||||
Balances as of January 29, 2016
|
(358
|
)
|
|
—
|
|
|
34
|
|
|
—
|
|
|
(324
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(254
|
)
|
|
(17
|
)
|
|
20
|
|
|
19
|
|
|
(232
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
1
|
|
|
(43
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
Total change for the period
|
(254
|
)
|
|
(16
|
)
|
|
(23
|
)
|
|
19
|
|
|
(274
|
)
|
|||||
Less: Change in comprehensive income (loss) attributable to non-controlling interests
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Balances as of February 3, 2017
|
(612
|
)
|
|
(13
|
)
|
|
11
|
|
|
19
|
|
|
(595
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
791
|
|
|
31
|
|
|
(248
|
)
|
|
13
|
|
|
587
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2
|
|
|
134
|
|
|
—
|
|
|
136
|
|
|||||
Total change for the period
|
791
|
|
|
33
|
|
|
(114
|
)
|
|
13
|
|
|
723
|
|
|||||
Less: Change in comprehensive loss attributable to non-controlling interests
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Balances as of February 2, 2018
|
$
|
179
|
|
|
$
|
22
|
|
|
$
|
(103
|
)
|
|
$
|
32
|
|
|
$
|
130
|
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||
|
Investments
|
|
Cash Flow Hedges
|
|
Total
|
|
Investments
|
|
Cash Flow Hedges
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Total reclassifications, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
$
|
(77
|
)
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
57
|
|
Cost of net revenue
|
—
|
|
|
(57
|
)
|
|
(57
|
)
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Interest and other, net
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Total reclassifications, net of tax
|
$
|
(2
|
)
|
|
$
|
(134
|
)
|
|
$
|
(136
|
)
|
|
$
|
(1
|
)
|
|
$
|
43
|
|
|
$
|
42
|
|
|
Fiscal Year Ended
|
||
|
February 2, 2018
|
||
|
(in millions)
|
||
Net loss attributable to Dell Technologies Inc.
|
$
|
(3,728
|
)
|
Transfers (to) from the non-controlling interests:
|
|
||
Increase in Dell Technologies Inc. additional paid-in-capital for equity issuances and other equity activity
|
620
|
|
|
Decrease in Dell Technologies Inc. additional paid-in-capital for equity issuances and other equity activity
|
(855
|
)
|
|
Net transfers to non-controlling interests
|
(235
|
)
|
|
Change from net loss attributable to Dell Technologies Inc. and transfers to/from the non-controlling interests
|
$
|
(3,963
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Numerator: Continuing operations - Class V Common Stock
|
|
|
|
|
|
||||||
Net income from continuing operations attributable to Class V Common Stock - basic
|
$
|
286
|
|
|
$
|
313
|
|
|
$
|
—
|
|
Incremental dilution from VMware, Inc. attributable to Class V Common Stock (a)
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Net income from continuing operations attributable to Class V Common Stock - diluted
|
$
|
282
|
|
|
$
|
310
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Numerator: Continuing operations - DHI Group
|
|
|
|
|
|
||||||
Net loss from continuing operations attributable to DHI Group - basic
|
$
|
(4,014
|
)
|
|
$
|
(4,004
|
)
|
|
$
|
(1,168
|
)
|
Incremental dilution from VMware, Inc. attributable to DHI Group (a)
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Net loss from continuing operations attributable to DHI Group - diluted
|
$
|
(4,017
|
)
|
|
$
|
(4,006
|
)
|
|
$
|
(1,168
|
)
|
|
|
|
|
|
|
||||||
Numerator: Discontinued operations - DHI Group
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income taxes - basic and diluted
|
$
|
—
|
|
|
$
|
2,019
|
|
|
$
|
64
|
|
|
|
|
|
|
|
||||||
Denominator: Class V Common Stock weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares outstanding - basic
|
203
|
|
|
217
|
|
|
—
|
|
|||
Dilutive effect of options, restricted stock units, restricted stock, and other (b)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average shares outstanding - diluted
|
203
|
|
|
217
|
|
|
—
|
|
|||
Weighted-average shares outstanding - antidilutive (b)
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Denominator: DHI Group weighted-average shares outstanding
|
|
|
|
|
|
||||||
Weighted-average shares outstanding - basic
|
567
|
|
|
470
|
|
|
405
|
|
|||
Dilutive effect of options, restricted stock units, restricted stock, and other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average shares outstanding - diluted
|
567
|
|
|
470
|
|
|
405
|
|
|||
Weighted-average shares outstanding - antidilutive (c)
|
35
|
|
|
31
|
|
|
53
|
|
(a)
|
The incremental dilution from VMware, Inc. represents the impact of VMware, Inc.'s dilutive securities on the diluted earnings (loss) per share of the DHI Group and the Class V Common Stock, respectively, and is calculated by multiplying the difference between VMware, Inc.'s basic and diluted earnings (loss) per share by the number of shares of VMware, Inc. Class A common stock owned by the Company.
|
(b)
|
The dilutive effect of Class V Common Stock-based incentive awards was not material to the calculation of the weighted-average Class V Common Stock shares outstanding. The antidilutive effect of these awards was also not material.
|
(c)
|
Stock-based incentive awards have been excluded from the calculation of the DHI Group's diluted earnings (loss) per share because their effect would have been antidilutive, as the Company had a net loss from continuing operations attributable to the DHI Group for the periods presented.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
|
||||||||||
Net income from continuing operations attributable to Class V Common Stock
|
$
|
286
|
|
|
$
|
313
|
|
|
$
|
—
|
|
Net loss from continuing operations attributable to DHI Group
|
(4,014
|
)
|
|
(4,004
|
)
|
|
(1,168
|
)
|
|||
Net loss from continuing operations attributable to Dell Technologies Inc.
|
(3,728
|
)
|
|
(3,691
|
)
|
|
(1,168
|
)
|
|||
Income from discontinued operations, net of income taxes (Note 4)
|
—
|
|
|
2,019
|
|
|
64
|
|
|||
Net loss attributable to Dell Technologies Inc.
|
$
|
(3,728
|
)
|
|
$
|
(1,672
|
)
|
|
$
|
(1,104
|
)
|
•
|
86,909,091
shares of Class A Common Stock to Michael S. Dell and a separate property trust for the benefit of his wife
|
•
|
16,104,050
shares of Class A Common Stock to investment funds affiliated with MSD Partners, L.P.
|
•
|
38,805,040
shares of Class B Common Stock to investment funds affiliated with Silver Lake Partners
|
•
|
18,181,818
shares of Class C Common Stock to Temasek Holdings Private Limited
|
|
Class V Common Stock
|
|
DHI Group Retained Interest
|
||||||||
|
Shares of Class V Common Stock
|
|
Interest in Class V Group
|
|
Retained Interest Shares
|
|
Interest in Class V Group
|
||||
|
|
|
|
||||||||
As of September 7, 2016
|
223
|
|
|
65
|
%
|
|
120
|
|
|
35
|
%
|
DHI Group Repurchase Program
|
(7
|
)
|
|
|
|
7
|
|
|
|
||
Class V Group Repurchase Program
|
(7
|
)
|
|
|
|
—
|
|
|
|
||
As of February 3, 2017
|
209
|
|
|
62
|
%
|
|
127
|
|
|
38
|
%
|
Repurchases of Class V Common Stock
|
(10
|
)
|
|
|
|
—
|
|
|
|
||
As of February 2, 2018
|
199
|
|
|
61
|
%
|
|
127
|
|
|
39
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Stock-based compensation expense (a) (b):
|
|
|
|
|
|
|
|||||
Cost of net revenue
|
$
|
66
|
|
|
$
|
35
|
|
|
$
|
10
|
|
Operating expenses
|
769
|
|
|
363
|
|
|
62
|
|
|||
Stock-based compensation expense before taxes
|
835
|
|
|
398
|
|
|
72
|
|
|||
Income tax benefit
|
(268
|
)
|
|
(122
|
)
|
|
(26
|
)
|
|||
Stock-based compensation expense, net of income taxes
|
$
|
567
|
|
|
$
|
276
|
|
|
$
|
46
|
|
(a)
|
As a result of the EMC merger transaction, stock-based compensation expense before taxes for the fiscal year ended
February 2, 2018
includes
$683 million
related to VMware, Inc. plans discussed below. Stock-based compensation expense before taxes for the fiscal year ended
February 3, 2017
includes
$279 million
related to VMware, Inc. plans for the period from
September 7, 2016 through February 3, 2017
.
|
(b)
|
Stock-based compensation expense before taxes for the fiscal year ended
February 3, 2017
does not include
$807 million
of post-merger stock-based compensation expense and related taxes resulting from the EMC merger transaction. See
Note 3
of the
Notes to the Consolidated Financial Statements
for more information on the EMC merger transaction.
|
|
Number of Options
|
|
Weighted-Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (a)
|
|||||
|
(in millions)
|
|
(per share)
|
|
(in years)
|
|
(in millions)
|
|||||
Options outstanding as of January 30, 2015
|
55
|
|
|
$
|
14.11
|
|
|
|
|
|
||
Granted
|
2
|
|
|
24.05
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(3
|
)
|
|
19.07
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of January 29, 2016
|
54
|
|
|
14.30
|
|
|
|
|
|
|||
Granted
|
2
|
|
|
27.09
|
|
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
14.12
|
|
|
|
|
|
|||
Forfeited
|
(7
|
)
|
|
15.51
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of February 3, 2017
|
48
|
|
|
14.75
|
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(4
|
)
|
|
14.62
|
|
|
|
|
|
|||
Forfeited
|
(2
|
)
|
|
13.75
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of February 2, 2018 (b)
|
42
|
|
|
$
|
14.80
|
|
|
5.7
|
|
$
|
776
|
|
Exercisable as of February 2, 2018
|
18
|
|
|
$
|
15.17
|
|
|
5.5
|
|
$
|
329
|
|
Vested and expected to vest (net of estimated forfeitures) as of February 2, 2018
|
40
|
|
|
$
|
14.80
|
|
|
5.7
|
|
$
|
732
|
|
(a)
|
The aggregate intrinsic values represent the total pre-tax intrinsic values based on the fair market value of the DHI Group Common Stock as of
February 2, 2018
that would have been received by the option holders had all in-the-money options been exercised as of that date.
|
(b)
|
Of the
42 million
stock options outstanding on
February 2, 2018
,
19 million
related to performance-based awards and
23 million
related to service-based awards.
|
|
Fiscal Year Ended
|
||||||
|
February 3, 2017
|
|
January 29, 2016
|
||||
Weighted-average grant date fair value of stock options granted per option
|
$
|
10.36
|
|
|
$
|
10.05
|
|
Expected term (in years)
|
3.4
|
|
|
5.1
|
|
||
Risk-free rate (U.S. Government Treasury Note)
|
0.9
|
%
|
|
1.5
|
%
|
||
Expected volatility
|
51
|
%
|
|
46
|
%
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
Fiscal Year Ended
|
||||||
|
February 3, 2017
|
|
January 29, 2016
|
||||
Weighted-average grant date fair value of stock options granted per option
|
$
|
8.83
|
|
|
$
|
10.85
|
|
Expected term (in years)
|
—
|
|
|
—
|
|
||
Risk-free rate (U.S. Government Treasury Note)
|
1.7
|
%
|
|
2.0
|
%
|
||
Expected volatility
|
44
|
%
|
|
50
|
%
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
(a)
|
As of
February 2, 2018
, the
7 million
units outstanding included
2 million
RSUs and
5 million
PSUs.
|
|
Number of Units
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (a)
|
|||
|
(in millions)
|
|
(in years)
|
|
(in millions)
|
|||
Expected to vest, February 2, 2018
|
6
|
|
|
3.3
|
|
$
|
212
|
|
(a)
|
The aggregate intrinsic values represent the total pre-tax intrinsic values based on the fair market value of the DHI Group Common Stock as of
February 2, 2018
that would have been received by the RSU holders had the RSUs been issued as of
February 2, 2018
.
|
|
Fiscal Year Ended February 2, 2018
|
|
For the Period September 7, 2016 through February 3, 2017
|
||||
|
(in millions, except per share amounts)
|
||||||
Cash proceeds
|
$
|
65
|
|
|
$
|
60
|
|
Class A common shares purchased
|
0.9
|
|
|
1.5
|
|
||
Weighted-average price per share
|
$
|
72.40
|
|
|
$
|
40.65
|
|
|
Number of Options
|
|
Weighted-Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (a)
|
|||||
|
(in millions)
|
|
(per share)
|
|
(in years)
|
|
(in millions)
|
|||||
Options outstanding as of September 7, 2016
|
2
|
|
|
$
|
65.01
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
|
|
|
|
|
||||
Canceled/Expired
|
—
|
|
|
|
|
|
|
|
||||
Options outstanding as of February 3, 2017 (b)
|
2
|
|
|
69.38
|
|
|
|
|
|
|||
Granted
|
1
|
|
|
13.79
|
|
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
53.50
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled/Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of February 2, 2018
|
2
|
|
|
$
|
54.63
|
|
|
5.1
|
|
$
|
112
|
|
Exercisable as of February 2, 2018
|
1
|
|
|
$
|
73.60
|
|
|
3.3
|
|
$
|
50
|
|
Vested and expected to vest (net of estimated forfeitures) as of February 2, 2018
|
2
|
|
|
$
|
54.56
|
|
|
5.1
|
|
$
|
112
|
|
(a)
|
The aggregate intrinsic values represent the total pre-tax intrinsic values based on VMware, Inc.'s closing stock price of
$122.72
as of
February 2, 2018
that would have been received by the option holders had all in-the-money options been exercised as of that date.
|
|
Fiscal Year Ended
|
||
|
February 2, 2018
|
||
VMware, Inc. 2007 Equity and Incentive Plan
|
|
||
Weighted-average grant date fair value of stock options granted per option
|
$
|
83.62
|
|
Expected term (in years)
|
3.3
|
|
|
Risk-free rate (U.S. Government Treasury Note)
|
1.7
|
%
|
|
Expected volatility
|
29
|
%
|
|
Expected dividend yield
|
—
|
%
|
|
Fiscal Year Ended
|
||||||
|
February 2, 2018
|
|
February 3, 2017
|
||||
VMware, Inc. Employee Stock Purchase Plan
|
|
|
|
||||
Weighted-average grant date fair value of stock options granted per option
|
$
|
21.93
|
|
|
$
|
13.57
|
|
Expected term (in years)
|
0.9
|
|
|
0.8
|
|
||
Risk-free rate (U.S. Government Treasury Note)
|
1.2
|
%
|
|
0.5
|
%
|
||
Expected volatility
|
23
|
%
|
|
38
|
%
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
(in millions)
|
|
(per unit)
|
|||
Outstanding, September 7, 2016
|
22
|
|
|
$
|
67.01
|
|
Granted
|
2
|
|
|
79.81
|
|
|
Vested
|
(3
|
)
|
|
72.94
|
|
|
Forfeited
|
(1
|
)
|
|
69.19
|
|
|
Outstanding, February 3, 2017
|
20
|
|
|
67.41
|
|
|
Granted
|
8
|
|
|
93.84
|
|
|
Vested
|
(9
|
)
|
|
67.89
|
|
|
Forfeited
|
(2
|
)
|
|
72.68
|
|
|
Outstanding, February 2, 2018 (a)
|
17
|
|
|
$
|
78.62
|
|
(a)
|
As of
February 2, 2018
, the
17 million
units outstanding included
16.7 million
RSUs and
0.7 million
PSUs. The above table includes RSUs issued in exchange for outstanding unvested RSUs in connection with business combinations.
|
|
Number of Units
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (a)
|
|||
|
(in millions)
|
|
(in years)
|
|
(in millions)
|
|||
Expected to vest, February 2, 2018
|
15
|
|
|
2.5
|
|
$
|
1,855
|
|
(a)
|
The aggregate intrinsic value represent the total pre-tax intrinsic values based on VMware, Inc.'s closing stock price of
$122.72
as of
February 2, 2018
that would have been received by the RSU holders had the RSUs been issued as of
February 2, 2018
.
|
•
|
For stock options to purchase Class C Common Stock subject to service requirements, the intrinsic value of the option is multiplied by the portion of the option for which services have been rendered. Upon exercise of the option, the amount in temporary equity represents the fair value of the Class C Common Stock.
|
•
|
For SARs, RSUs, or RSAs, any of which stock award types are subject to service requirements, the fair value of the share is multiplied by the portion of the shares for which services have been rendered.
|
•
|
For share-based arrangements that are subject to the occurrence of a contingent event, those amounts are not reclassified to temporary equity until the contingency has been satisfied.
|
|
Benefit Obligation
|
||
|
(in millions)
|
||
Benefit obligation as of September 7, 2016
|
$
|
590
|
|
Interest cost
|
8
|
|
|
Benefits paid
|
(11
|
)
|
|
Actuarial loss (gain)
|
(52
|
)
|
|
Benefit obligation as of February 3, 2017
|
535
|
|
|
Interest cost
|
21
|
|
|
Benefits paid
|
(24
|
)
|
|
Actuarial loss (gain)
|
14
|
|
|
Benefit obligation as of February 2, 2018
|
$
|
546
|
|
|
Plan Assets
|
||
|
(in millions)
|
||
Fair value of plan assets as of September 7, 2016
|
$
|
493
|
|
Actual return on plan assets
|
(12
|
)
|
|
Benefits paid
|
(11
|
)
|
|
Fair value of plan assets as of February 3, 2017
|
470
|
|
|
Actual return on plan assets
|
59
|
|
|
Benefits paid
|
(24
|
)
|
|
Fair value of plan assets as of February 2, 2018
|
$
|
505
|
|
|
Fiscal Year Ended
|
||||||
|
February 2, 2018
|
|
September 7, 2016 through February 3, 2017
|
||||
|
(in millions)
|
||||||
Interest cost
|
$
|
21
|
|
|
$
|
8
|
|
Expected return on plan assets
|
(30
|
)
|
|
(16
|
)
|
||
Recognized actuarial loss
|
—
|
|
|
—
|
|
||
Net periodic benefit cost
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Common collective trusts (a)
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
331
|
|
|
$
|
—
|
|
|
$
|
331
|
|
U.S. Treasury securities
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Corporate debt securities (b)
|
—
|
|
|
147
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
||||||||
Total
|
$
|
7
|
|
|
$
|
497
|
|
|
$
|
—
|
|
|
504
|
|
|
$
|
1
|
|
|
$
|
468
|
|
|
$
|
—
|
|
|
469
|
|
||
Plan payables, net of accrued interest and dividends (c)
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
1
|
|
||||||||||||||
Total, net
|
|
|
|
|
|
|
$
|
505
|
|
|
|
|
|
|
|
|
$
|
470
|
|
(a)
|
Common collective trusts are valued at the net asset value calculated by the fund manager based on the underlying investments and are classified within Level 2 of the fair value hierarchy.
|
(b)
|
Corporate debt securities are valued daily at the closing price reported in active U.S. financial markets and are classified within Level 2 of the fair value hierarchy.
|
(c)
|
Dividends, accrued interest, and net plan payables are not material to the plan assets and therefore have not been classified into the fair value hierarchy.
|
|
Target Allocation
|
|
Actual Allocation
|
|||||
|
February 2, 2018
|
|
February 2, 2018
|
|
February 3, 2017
|
|||
U.S. large capitalization equity securities
|
25
|
%
|
|
27
|
%
|
|
27
|
%
|
U.S. small capitalization equity securities
|
5
|
|
|
5
|
|
|
5
|
|
Foreign equity securities
|
7
|
|
|
7
|
|
|
7
|
|
U.S. long-duration fixed income securities
|
60
|
|
|
58
|
|
|
57
|
|
Below investment grade corporate fixed income securities
|
3
|
|
|
3
|
|
|
4
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Consolidated net revenue:
|
|
|
|
|
|
|
|
||||
Client Solutions Group
|
$
|
39,455
|
|
|
$
|
36,754
|
|
|
$
|
35,877
|
|
Infrastructure Solutions Group
|
30,652
|
|
|
21,776
|
|
|
14,978
|
|
|||
VMware
|
7,925
|
|
|
3,225
|
|
|
—
|
|
|||
Reportable segment net revenue
|
78,032
|
|
|
61,755
|
|
|
50,855
|
|
|||
Other businesses (a)
|
1,901
|
|
|
1,026
|
|
|
382
|
|
|||
Unallocated transactions (b)
|
(4
|
)
|
|
41
|
|
|
133
|
|
|||
Impact of purchase accounting (c)
|
(1,269
|
)
|
|
(1,180
|
)
|
|
(459
|
)
|
|||
Total net revenue
|
$
|
78,660
|
|
|
$
|
61,642
|
|
|
$
|
50,911
|
|
|
|
|
|
|
|
||||||
Consolidated operating income (loss):
|
|
|
|
|
|
||||||
Client Solutions Group
|
$
|
2,193
|
|
|
$
|
1,845
|
|
|
$
|
1,410
|
|
Infrastructure Solutions Group
|
2,179
|
|
|
2,393
|
|
|
1,052
|
|
|||
VMware
|
2,520
|
|
|
1,113
|
|
|
—
|
|
|||
Reportable segment operating income
|
6,892
|
|
|
5,351
|
|
|
2,462
|
|
|||
Other businesses (a)
|
(21
|
)
|
|
(39
|
)
|
|
(78
|
)
|
|||
Unallocated transactions (b)
|
(16
|
)
|
|
(199
|
)
|
|
(159
|
)
|
|||
Impact of purchase accounting (c)
|
(1,546
|
)
|
|
(2,294
|
)
|
|
(604
|
)
|
|||
Amortization of intangibles
|
(6,980
|
)
|
|
(3,681
|
)
|
|
(1,969
|
)
|
|||
Transaction-related expenses (d)
|
(502
|
)
|
|
(1,488
|
)
|
|
(109
|
)
|
|||
Other corporate expenses (e)
|
(1,160
|
)
|
|
(902
|
)
|
|
(57
|
)
|
|||
Total operating loss
|
$
|
(3,333
|
)
|
|
$
|
(3,252
|
)
|
|
$
|
(514
|
)
|
(a)
|
Other businesses consist of RSA Information Security, SecureWorks, Pivotal, and Boomi, and do not constitute a reportable segment, either individually or collectively, as the results of the businesses are not material to the Company's overall results and the businesses do not meet the criteria for reportable segments.
|
(b)
|
Unallocated transactions includes long-term incentives, certain short-term incentive compensation expenses, and other corporate items that are not allocated to Dell Technologies' reportable segments.
|
(c)
|
Impact of purchase accounting includes non-cash purchase accounting adjustments that are primarily related to the EMC merger transaction.
|
(d)
|
Transaction-related expenses includes acquisition, integration, and divestiture related costs.
|
(e)
|
Other corporate expenses includes severance and facility action costs as well as stock-based compensation expense.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|||
Client Solutions Group:
|
|
|
|
|
|
||||||
Commercial
|
$
|
27,747
|
|
|
$
|
26,006
|
|
|
$
|
25,747
|
|
Consumer
|
11,708
|
|
|
10,748
|
|
|
10,130
|
|
|||
Total CSG net revenue
|
39,455
|
|
|
36,754
|
|
|
35,877
|
|
|||
|
|
|
|
|
|
||||||
Infrastructure Solutions Group:
|
|
|
|
|
|
||||||
Servers and networking
|
15,398
|
|
|
12,834
|
|
|
12,761
|
|
|||
Storage
|
15,254
|
|
|
8,942
|
|
|
2,217
|
|
|||
Total ISG net revenue
|
30,652
|
|
|
21,776
|
|
|
14,978
|
|
|||
|
|
|
|
|
|
||||||
VMware
|
|
|
|
|
|
||||||
Total VMware net revenue
|
7,925
|
|
|
3,225
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total segment net revenue
|
$
|
78,032
|
|
|
$
|
61,755
|
|
|
$
|
50,855
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
38,342
|
|
|
$
|
30,699
|
|
|
$
|
24,309
|
|
Foreign countries
|
40,318
|
|
|
30,943
|
|
|
26,602
|
|
|||
Total net revenue
|
$
|
78,660
|
|
|
$
|
61,642
|
|
|
$
|
50,911
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Property, plant, and equipment, net:
|
|
|
|
||||
United States
|
$
|
4,093
|
|
|
$
|
4,320
|
|
Foreign countries
|
1,297
|
|
|
1,333
|
|
||
Total property, plant, and equipment, net
|
$
|
5,390
|
|
|
$
|
5,653
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Accounts receivable, net:
|
|
|
|
||||
Gross accounts receivable
|
$
|
11,575
|
|
|
$
|
9,770
|
|
Allowance for doubtful accounts
|
(103
|
)
|
|
(57
|
)
|
||
Allowance for customer returns
|
(295
|
)
|
|
(293
|
)
|
||
Total accounts receivable, net
|
$
|
11,177
|
|
|
$
|
9,420
|
|
Inventories, net:
|
|
|
|
||||
Production materials
|
$
|
967
|
|
|
$
|
925
|
|
Work-in-process
|
514
|
|
|
503
|
|
||
Finished goods
|
1,197
|
|
|
1,110
|
|
||
Total inventories, net
|
$
|
2,678
|
|
|
$
|
2,538
|
|
Prepaid expenses (a)
|
|
|
|
||||
Total prepaid expenses
|
$
|
1,016
|
|
|
$
|
850
|
|
Property, plant, and equipment, net:
|
|
|
|
||||
Computer equipment
|
$
|
5,085
|
|
|
$
|
5,045
|
|
Land and buildings
|
4,343
|
|
|
4,299
|
|
||
Machinery and other equipment
|
3,845
|
|
|
3,770
|
|
||
Total property, plant, and equipment
|
13,273
|
|
|
13,114
|
|
||
Accumulated depreciation and amortization (b)
|
(7,883
|
)
|
|
(7,461
|
)
|
||
Total property, plant, and equipment, net
|
$
|
5,390
|
|
|
$
|
5,653
|
|
Accrued and other current liabilities:
|
|
|
|
||||
Compensation
|
$
|
2,948
|
|
|
$
|
2,641
|
|
Warranty liability
|
367
|
|
|
405
|
|
||
Income and other taxes
|
1,229
|
|
|
943
|
|
||
Other
|
3,117
|
|
|
3,130
|
|
||
Total accrued and other current liabilities
|
$
|
7,661
|
|
|
$
|
7,119
|
|
Other non-current liabilities:
|
|
|
|
||||
Warranty liability
|
$
|
172
|
|
|
$
|
199
|
|
Deferred and other tax liabilities
|
6,110
|
|
|
8,607
|
|
||
Other
|
515
|
|
|
533
|
|
||
Total other non-current liabilities
|
$
|
6,797
|
|
|
$
|
9,339
|
|
(a)
|
Prepaid expenses are included in other current assets in the Consolidated Statements of Financial Position.
|
(b)
|
During the fiscal years ended
February 2, 2018
,
February 3, 2017
, and
January 29, 2016
, the Company recognized
$1.5 billion
,
$1.2 billion
, and
$0.5 billion
, respectively, in depreciation expense. Additionally, during the fiscal year ended February 2, 2018, the Company retired
$1.1 billion
of fully depreciated property, plant, and equipment.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Interest and other, net:
|
|
|
|
|
|
||||||
Investment income, primarily interest
|
$
|
207
|
|
|
$
|
102
|
|
|
$
|
39
|
|
Gain (loss) on investments, net
|
72
|
|
|
4
|
|
|
(2
|
)
|
|||
Interest expense
|
(2,406
|
)
|
|
(1,751
|
)
|
|
(680
|
)
|
|||
Foreign exchange
|
(113
|
)
|
|
(77
|
)
|
|
(107
|
)
|
|||
Debt extinguishment
|
—
|
|
|
(337
|
)
|
|
—
|
|
|||
Other
|
(115
|
)
|
|
(45
|
)
|
|
(22
|
)
|
|||
Total interest and other, net
|
$
|
(2,355
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
(772
|
)
|
Dell Technologies Inc. (Parent)
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
123
|
|
Other current assets
|
1
|
|
|
—
|
|
||
Investments in subsidiaries
|
9,735
|
|
|
13,412
|
|
||
Other non-current assets
|
—
|
|
|
4
|
|
||
Total assets
|
9,736
|
|
|
13,539
|
|
||
|
|
|
|
||||
Long-term debt (a)
|
26
|
|
|
26
|
|
||
Accrued and other
|
—
|
|
|
39
|
|
||
Redeemable shares
|
384
|
|
|
231
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock and capital in excess of $.01 par value
|
18,449
|
|
|
19,447
|
|
||
Retained earnings (deficit)
|
(9,253
|
)
|
|
(5,609
|
)
|
||
Accumulated other comprehensive income (loss)
|
130
|
|
|
(595
|
)
|
||
Total stockholders' equity
|
9,326
|
|
|
13,243
|
|
||
Total liabilities, redeemable shares, and stockholders' equity
|
$
|
9,736
|
|
|
$
|
13,539
|
|
(a)
|
In connection with the acquisition of Dell by Dell Technologies Inc. in the going-private transaction, Dell Technologies Inc. issued a
$2.0 billion
subordinated note to Microsoft Global Finance, a subsidiary of Microsoft Corporation. As of
February 2, 2018
and
February 3, 2017
, the outstanding principal amount of the Microsoft Note was
$26 million
, payable at maturity in October 2023.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Equity in net loss from continuing operations of subsidiaries attributable to Dell Technologies Inc.
|
$
|
(3,723
|
)
|
|
$
|
(3,684
|
)
|
|
$
|
(1,177
|
)
|
Equity in net income (loss) from discontinued operations of subsidiaries
|
—
|
|
|
2,019
|
|
|
64
|
|
|||
Equity in net loss of subsidiaries attributable to Dell Technologies Inc.
|
(3,723
|
)
|
|
(1,665
|
)
|
|
(1,113
|
)
|
|||
|
|
|
|
|
|
||||||
Parent - Interest and other, net
|
(2
|
)
|
|
(11
|
)
|
|
8
|
|
|||
Parent - Income tax expense (benefit)
|
3
|
|
|
(4
|
)
|
|
(1
|
)
|
|||
Consolidated net loss attributable to Dell Technologies Inc.
|
(3,728
|
)
|
|
(1,672
|
)
|
|
(1,104
|
)
|
|||
|
|
|
|
|
|
||||||
Consolidated net loss attributable to Dell Technologies Inc.
|
(3,728
|
)
|
|
(1,672
|
)
|
|
(1,104
|
)
|
|||
Other comprehensive income (loss) of subsidiaries attributable to Dell Technologies Inc.
|
725
|
|
|
(271
|
)
|
|
(353
|
)
|
|||
Comprehensive loss attributable to Dell Technologies Inc.
|
$
|
(3,003
|
)
|
|
$
|
(1,943
|
)
|
|
$
|
(1,457
|
)
|
|
Fiscal Year Ended
|
||||||||||
Dell Technologies Inc. (Parent)
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Change in cash from operating activities
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
||||||
Cash flow from investing activities:
|
|
|
|
|
|
||||||
Transfer to/from subsidiary
|
640
|
|
|
35,941
|
|
|
2
|
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
(39,521
|
)
|
|
—
|
|
|||
Change in cash from investing activities
|
640
|
|
|
(3,580
|
)
|
|
2
|
|
|||
|
|
|
|
|
|
||||||
Cash flow from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the issuance of DHI Group Common Stock
|
—
|
|
|
4,422
|
|
|
—
|
|
|||
Shares repurchased for tax withholdings of equity awards
|
(33
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Repurchases of DHI Group Common Stock
|
(6
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Repurchases of Class V Common Stock
|
(723
|
)
|
|
(701
|
)
|
|
—
|
|
|||
Other
|
1
|
|
|
—
|
|
|
2
|
|
|||
Change in cash from financing activities
|
(761
|
)
|
|
3,705
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Change in cash and cash equivalents
|
(123
|
)
|
|
123
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of the period
|
123
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at end of the period
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in millions)
|
||||||||||
Trade Receivables - Allowance for doubtful accounts
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
57
|
|
|
$
|
36
|
|
|
$
|
38
|
|
Provision charged to income statement
|
60
|
|
|
43
|
|
|
64
|
|
|||
Bad debt write-offs
|
(14
|
)
|
|
(22
|
)
|
|
(66
|
)
|
|||
Balance at end of period
|
$
|
103
|
|
|
$
|
57
|
|
|
$
|
36
|
|
|
|
|
|
|
|
||||||
Trade Receivables - Allowance for customer returns
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
293
|
|
|
$
|
123
|
|
|
$
|
130
|
|
Provision charged to income statement
|
473
|
|
|
470
|
|
|
410
|
|
|||
Sales returns
|
(471
|
)
|
|
(300
|
)
|
|
(417
|
)
|
|||
Balance at end of period
|
$
|
295
|
|
|
$
|
293
|
|
|
$
|
123
|
|
|
|
|
|
|
|
||||||
Customer Financing Receivables - Allowance for financing receivable losses
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
143
|
|
|
$
|
176
|
|
|
$
|
194
|
|
Provision charged to income statement
|
103
|
|
|
75
|
|
|
104
|
|
|||
Charge-offs, net of recoveries (a)
|
(101
|
)
|
|
(108
|
)
|
|
(122
|
)
|
|||
Balance at end of period
|
$
|
145
|
|
|
$
|
143
|
|
|
$
|
176
|
|
|
|
|
|
|
|
||||||
Tax Valuation Allowance
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
737
|
|
|
$
|
816
|
|
|
$
|
432
|
|
Charged to income tax provision
|
78
|
|
|
(488
|
)
|
|
384
|
|
|||
Allowance acquired
|
—
|
|
|
409
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
815
|
|
|
$
|
737
|
|
|
$
|
816
|
|
(a)
|
Charge-offs to the allowance for financing receivable losses for customer financing receivables includes principal and interest.
|
|
Fiscal 2018
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net revenue
|
$
|
17,816
|
|
|
$
|
19,299
|
|
|
$
|
19,610
|
|
|
$
|
21,935
|
|
Gross margin
|
$
|
4,302
|
|
|
$
|
4,809
|
|
|
$
|
5,163
|
|
|
$
|
5,780
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations attributable to Class V Common Stock
|
$
|
118
|
|
|
$
|
168
|
|
|
$
|
223
|
|
|
$
|
(223
|
)
|
Net loss from continuing operations attributable to DHI Group
|
(1,452
|
)
|
|
(1,114
|
)
|
|
(1,160
|
)
|
|
(288
|
)
|
||||
Net loss from continuing operations attributable to Dell Technologies Inc.
|
(1,334
|
)
|
|
(946
|
)
|
|
(937
|
)
|
|
(511
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to Dell Technologies Inc.
|
$
|
(1,334
|
)
|
|
$
|
(946
|
)
|
|
$
|
(937
|
)
|
|
$
|
(511
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share attributable to Dell Technologies Inc. - basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations - Class V Common Stock - basic
|
$
|
0.57
|
|
|
$
|
0.83
|
|
|
$
|
1.10
|
|
|
$
|
(1.12
|
)
|
Continuing operations - DHI Group - basic
|
$
|
(2.57
|
)
|
|
$
|
(1.97
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
(0.51
|
)
|
Discontinued operations - DHI Group - basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnings (loss) per share attributable to Dell Technologies Inc. - diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations - Class V Common Stock - diluted
|
$
|
0.56
|
|
|
$
|
0.82
|
|
|
$
|
1.09
|
|
|
$
|
(1.12
|
)
|
Continuing operations - DHI Group - diluted
|
$
|
(2.57
|
)
|
|
$
|
(1.97
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
(0.51
|
)
|
Discontinued operations - DHI Group - diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal 2017
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net revenue
|
$
|
12,241
|
|
|
$
|
13,080
|
|
|
$
|
16,247
|
|
|
$
|
20,074
|
|
Gross margin
|
$
|
2,193
|
|
|
$
|
2,336
|
|
|
$
|
3,899
|
|
|
$
|
4,531
|
|
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations attributable to Class V Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
$
|
138
|
|
Net loss from continuing operations attributable to DHI Group
|
(424
|
)
|
|
(261
|
)
|
|
(1,801
|
)
|
|
(1,518
|
)
|
||||
Net loss from continuing operations attributable to Dell Technologies Inc.
|
(424
|
)
|
|
(261
|
)
|
|
(1,626
|
)
|
|
(1,380
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
479
|
|
|
834
|
|
|
(438
|
)
|
|
1,144
|
|
||||
Net income (loss) attributable to Dell Technologies Inc.
|
$
|
55
|
|
|
$
|
573
|
|
|
$
|
(2,064
|
)
|
|
$
|
(236
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share attributable to Dell Technologies Inc. - basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations - Class V Common Stock - basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.79
|
|
|
$
|
0.64
|
|
Continuing operations - DHI Group - basic
|
$
|
(1.05
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(3.62
|
)
|
|
$
|
(2.68
|
)
|
Discontinued operations - DHI Group - basic
|
$
|
1.18
|
|
|
$
|
2.06
|
|
|
$
|
(0.88
|
)
|
|
$
|
2.02
|
|
Earnings (loss) per share attributable to Dell Technologies Inc. - diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations - Class V Common Stock - diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.78
|
|
|
$
|
0.64
|
|
Continuing operations - DHI Group - diluted
|
$
|
(1.05
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(3.63
|
)
|
|
$
|
(2.68
|
)
|
Discontinued operations - DHI Group - diluted
|
$
|
1.18
|
|
|
$
|
2.06
|
|
|
$
|
(0.88
|
)
|
|
$
|
2.02
|
|
•
|
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
|
•
|
Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.
|
•
|
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
|
•
|
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
|
•
|
The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.
|
Michael S. Dell
Chairman and Chief Executive Officer
Dell Technologies Inc.
|
William D. Green
Public Company Director
|
|
|
David W. Dorman
Founding Partner
Centerview Capital Technology Management, L.P.
|
Ellen J. Kullman
Public Company Director
|
|
|
Egon Durban
Managing Partner
Silver Lake Partners
|
Simon Patterson
Managing Director
Silver Lake Partners
|
(1)
|
Financial Statements
: The following financial statements are filed as part of this report under "Part II — Item 8 — Financial Statements and Supplementary Data":
|
(2)
|
Financial Statement Schedules
: The information required in the following financial statement schedules is included in
Note 23
of the Notes to the Consolidated Financial Statements under "Part II — Item 8 — Financial Statements and Supplementary Data":
|
(3)
|
Exhibits
:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101 .INS††
|
|
XBRL Instance Document.
|
101 .SCH††
|
|
XBRL Taxonomy Extension Schema Document.
|
101 .CAL††
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101 .DEF††
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101 .LAB††
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101 .PRE††
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
†
|
Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Dell Technologies Inc. agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.
|
††
|
Filed with this report.
|
†††
|
Furnished with this report.
|
*
|
Management contracts or compensation plans or arrangements in which directors or executive officers participate.
|
**
|
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt of the Company and its subsidiaries are not filed. The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument with respect to issuances of such long-term debt.
|
|
DELL TECHNOLOGIES INC.
|
|
|
|
|
|
By:
|
/s/ MICHAEL S. DELL
|
|
|
Michael S. Dell
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Duly Authorized Officer)
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ MICHAEL S. DELL
|
|
Chairman and Chief Executive Officer
|
Michael S. Dell
|
|
(principal executive officer)
|
|
|
|
/s/ DAVID W. DORMAN
|
|
Director
|
David W. Dorman
|
|
|
|
|
|
/s/ EGON DURBAN
|
|
Director
|
Egon Durban
|
|
|
|
|
|
/s/ WILLIAM D. GREEN
|
|
Director
|
William D. Green
|
|
|
|
|
|
/s/ ELLEN J. KULLMAN
|
|
Director
|
Ellen J. Kullman
|
|
|
|
|
|
/s/ SIMON PATTERSON
|
|
Director
|
Simon Patterson
|
|
|
|
|
|
/s/ THOMAS W. SWEET
|
|
Executive Vice President and Chief Financial Officer
|
Thomas W. Sweet
|
|
(principal financial officer)
|
|
|
|
/s/ MAYA MCREYNOLDS
|
|
Senior Vice President, Corporate Finance and
|
Maya McReynolds
|
|
Chief Accounting Officer
|
|
|
(principal accounting officer)
|
|
|
|
|
|
|
a.
|
While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive's employment with Dell, Executive will not, except as required to perform Executive's duties for Dell, in any geographic region for which Executive had direct or indirect responsibility on behalf of Dell or in any geographic region for which Executive had Sensitive Information, perform duties or services for a Direct Competitor, whether as an employee, consultant, principal, advisor, board member or any other capacity, that are substantially similar to the duties or services Executive performed for Dell at any time during the last twenty-four months of Executive's employment with Dell, or that require Executive to use, disclose or otherwise take advantage of any Sensitive Information obtained in the course of Executive’s employment with Dell.
|
b.
|
While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive's employment with Dell, Executive will not, except as required to perform Executive's duties for Dell, directly or indirectly, solicit (or assist another in soliciting) on behalf of Direct Competitors (i) any of Dell's customers or prospective customers with whom Executive had contact on behalf of Dell during the last twelve months of Executive's employment with Dell; or (ii) any of Dell's customers or prospective customers about whom Executive had any Sensitive Information during the last twenty-four months of Executive's employment with Dell.
|
c.
|
While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive's employment with Dell, Executive will not, except as required to perform Executive's duties for Dell, encourage (or assist another in encouraging) any supplier, business partner, or vendor of Dell with whom Executive had any contact on behalf of Dell within the last twenty-four months of Executive's employment with Dell or about whom Executive had any Sensitive Information during the last 24 months of Executive’s employment with Dell to terminate or diminish its relationship with Dell.
|
d.
|
While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive's employment with Dell, Executive will not, except as required to perform Executive's duties for Dell, directly or indirectly solicit (or assist another in soliciting) for employment, consulting, or other service engagement any employee, contractor, or consultant of Dell or any person who was an employee, contractor, or consultant of Dell at any time during the last twenty-four months of Executive's employment with Dell.
|
e.
|
While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive's employment with Dell, Executive will not, except as required to perform Executive's duties for Dell, directly or indirectly induce or persuade (or assist another in inducing or persuading) any person employed by Dell to end his or her employment relationship with Dell in a significant and material manner, and not simply with respect to casual conversations about an employee’s future plans.
|
f.
|
“Direct Competitor” means any entity or other business concern that offers or plans to offer products or services that are materially competitive with any of the products or services being manufactured, offered, marketed,
|
a.
|
For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the EMC Transaction or Change in Control, as applicable, the Company's independent auditor, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any non‑cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
|
b.
|
At the time that payments are made under this Agreement, the Company shall provide Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If Executive objects to the Company's calculations, the Company shall pay to Executive such portion of the Severance (up to 100% thereof) as the Executive determines is necessary to result in the proper application of Section 8(a).
|
•
|
This summary and the terms, rights, and waivers described herein are contingent upon the closing of the Dell/EMC transaction.
|
•
|
Your entitlement to and eligibility to participate in the benefits described herein is subject to your execution of (1) the Change in Control Waiver Agreement (a form of which is attached hereto) and (2) the Protection of Sensitive Information, Noncompetition, and Nonsolicitation Agreement (a form of which is attached hereto).
|
•
|
Equity and cash incentive awards described above will be subject to the terms and conditions of the applicable plan and agreement.
|
•
|
Dell compensation and benefit programs are subject to annual re-evaluation and modification by our Board of Directors.
|
•
|
The rights and obligations under your agreements with EMC that remain in effect following the closing of the Dell/EMC transaction and that have not otherwise been superseded will be assigned to Dell Technologies upon the closing of the Dell/EMC transaction to the extent such rights and obligations are not assigned by operation of law.
|
•
|
This summary and the terms, rights, and waivers described herein are contingent upon the closing of the Dell/EMC transaction.
|
•
|
Your entitlement to and eligibility to participate in the benefits described herein is subject to your execution of (1) the Change in Control Waiver Agreement (a form of which is attached hereto) and (2) the Protection of Sensitive Information, Noncompetition, and Nonsolicitation Agreement (a form of which is attached hereto).
|
•
|
Equity and cash incentive awards described above will be subject to the terms and conditions of the applicable plan and agreement.
|
•
|
Dell compensation and benefit programs are subject to annual re-evaluation and modification by our Board of Directors.
|
•
|
The rights and obligations under your agreements with EMC that remain in effect following the closing of the Dell/EMC transaction and that have not otherwise been superseded will be assigned to Dell Technologies upon the closing of the Dell/EMC transaction to the extent such rights and obligations are not assigned by operation of law.
|
•
|
This summary and the terms, rights, and waivers described herein are contingent upon the closing of the Dell/EMC transaction.
|
•
|
Your entitlement to and eligibility to participate in the benefits described herein is subject to your execution of (1) the Change in Control Waiver Agreement (a form of which is attached hereto) and (2) the Protection of Sensitive Information, Noncompetition, and Nonsolicitation Agreement (a form of which is attached hereto).
|
•
|
Equity and cash incentive awards described above will be subject to the terms and conditions of the applicable plan and agreement.
|
•
|
Dell compensation and benefit programs are subject to annual re-evaluation and modification by our Board of Directors.
|
•
|
The rights and obligations under your agreements with EMC that remain in effect following the closing of the Dell/EMC transaction and that have not otherwise been superseded will be assigned to Dell Technologies upon the closing of the Dell/EMC transaction to the extent such rights and obligations are not assigned by operation of law.
|
•
|
This summary and the terms, rights, and waivers described herein are contingent upon the closing of the Dell/EMC transaction.
|
•
|
Your entitlement to and eligibility to participate in the benefits described herein is subject to your execution of (1) the Change in Control Waiver Agreement (a form of which is attached hereto) and (2) the Protection of Sensitive Information, Noncompetition, and Nonsolicitation Agreement (a form of which is attached hereto).
|
•
|
Equity and cash incentive awards described above will be subject to the terms and conditions of the applicable plan and agreement.
|
•
|
Dell compensation and benefit programs are subject to annual re-evaluation and modification by our Board of Directors.
|
•
|
The rights and obligations under your agreements with EMC that remain in effect following the closing of the Dell/EMC transaction and that have not otherwise been superseded will be assigned to Dell Technologies upon the closing of the Dell/EMC transaction to the extent such rights and obligations are not assigned by operation of law.
|
Company Name
|
Country
|
3401 Hillview LLC
|
United States
|
900 West Park Drive LLC
|
United States
|
A.W.S. Holding, LLC
|
United States
|
AirWatch LLC
|
United States
|
AirWatch UK, Limited
|
United Kingdom
|
Arkinnet Software India Private Limited
|
India
|
Arkinnet Software Private Limited
|
India
|
ASAP Software Express Inc
|
United States
|
Boomi LE UK Limited
|
United Kingdom
|
Boomi, Inc.
|
United States
|
Bracknell Boulevard (Block C) LLC
|
United States
|
Bracknell Boulevard (Block D) LLC
|
United States
|
Bracknell Boulevard Management Company Limited
|
United Kingdom
|
Branch of Dell (Free Zone Company L.L.C)
|
Saudi Arabia
|
Conchango (Holdings) Limited
|
United Kingdom
|
Conchango Limited
|
United Kingdom
|
Credant Technologies GmbH i.L.
|
Germany
|
Credant Technologies International, Inc.
|
United States
|
Credant Technologies, Inc.
|
United States
|
Data Domain Data Storage India Private Limited
|
India
|
Data Domain International III LLC
|
United States
|
Data Domain LLC
|
United States
|
Data General International Inc.
|
United States
|
DCC Executive Security Inc.
|
United States
|
Decho Technology India Private Limited
|
India
|
Dell (Chengdu) Company Limited
|
China
|
Dell (China) Company Limited
|
China
|
Dell (China) Company Limited - Beijing Branch
|
China
|
Dell (China) Company Limited - Beijing Information Technology Branch Office
|
China
|
Dell (China) Company Limited - Beijing Liaison Office
|
China
|
Dell (China) Company Limited - Chengdu Liaison Office
|
China
|
Dell (China) Company Limited - Dalian Branch
|
China
|
Dell (China) Company Limited - Guangzhou Branch
|
China
|
Dell (China) Company Limited - Guangzhou Liaison Office
|
China
|
Dell (China) Company Limited - Hang Zhou Liaison Office
|
China
|
Dell (China) Company Limited - Nanjing Liaison Office
|
China
|
Dell (China) Company Limited - Shanghai Branch
|
China
|
Dell (China) Company Limited - Shen Zhen Liaison Office
|
China
|
Dell (China) Company Limited - Shenzhen Branch
|
China
|
Dell (China) Company Limited - Xiamen Branch
|
China
|
Dell (PS) Limited
|
Ireland
|
Dell (Switzerland) GmbH
|
Switzerland
|
Dell (Xiamen) Company Limited
|
China
|
Dell (Xiamen) Company Limited - Dalian Branch
|
China
|
Dell A/S
|
Denmark
|
Dell AB
|
Sweden
|
Dell America Latina Corp. - Argentina Branch
|
Argentina
|
Dell America Latina Corp.
|
United States
|
Dell AS
|
Norway
|
Dell Asia B.V.
|
Netherlands
|
Dell Asia Holdings Pte. Ltd.
|
Singapore
|
Dell Asia Pacific Sdn. - Philippines Representative Office
|
Philippines
|
Dell Asia Pacific Sdn. Bhd.
|
Malaysia
|
Dell Asset Revolving Trust-B
|
United States
|
Dell Asset Syndication L.L.C.
|
United States
|
Dell Australia Holding Pty Ltd
|
Australia
|
Dell Australia Pty Limited
|
Australia
|
Dell B.V.
|
Netherlands
|
Dell B.V. - Taiwan Branch
|
Taiwan
|
Dell Bank International Designated Activity Company
|
Ireland
|
Dell Bank International Designated Activity Company, Sucursal en España
|
Spain
|
Dell Canada Inc.
|
Canada
|
Dell Colombia Inc
|
United States
|
Dell Colombia Inc - Colombia Branch
|
Colombia
|
Dell Computadores do Brasil Ltda.
|
Brazil
|
Dell Computer (Pty) Limited
|
South Africa
|
DELL Computer, spol. s r.o.
|
Czech Republic
|
Dell Computer De Chile Ltda.
|
Chile
|
Dell Computer EEIG
|
United Kingdom
|
Dell Computer Holdings L.P.
|
United States
|
Dell Computer SA
|
Spain
|
Dell Computer Services de Mexico S.A. de C.V.
|
Mexico
|
Dell Conduit Funding-B L.L.C.
|
United States
|
Dell Conduit Funding-C L.L.C.
|
United States
|
Dell Corporation (Thailand) Co., Ltd.
|
Thailand
|
Dell Corporation Limited
|
United Kingdom
|
Dell Costa Rica SA
|
Costa Rica
|
Dell Depositor L.L.C.
|
United States
|
Dell DFS Corporation
|
United States
|
Dell DFS Holdings Kft
|
Hungary
|
Dell DFS Holdings LLC
|
United States
|
Dell Direct
|
Ireland
|
Dell El Salvador, Limitada
|
El Salvador
|
Dell Emerging Markets (EMEA) Limited
|
United Kingdom
|
Dell Emerging Markets (EMEA) Limited
|
Jordan
|
Dell Emerging Markets (EMEA) Limited
|
Tunisia
|
Dell Emerging Markets (EMEA) Limited - Egypt Representative Office
|
Egypt
|
Dell Emerging Markets (EMEA) Limited - Representative Office
|
Lebanon
|
Dell Emerging Markets (EMEA) Limited - Kazakhstan Representative Office
|
Kazakhstan
|
Dell Emerging Markets (EMEA) Limited - Kenya Branch
|
Kenya
|
Dell Emerging Markets (EMEA) Limited - Uganda Representative Office
|
Uganda
|
Dell Emerging Markets (EMEA) Limited External Company - Ghana
|
Ghana
|
Dell Emerging Markets (EMEA) Limited Trade Representative Office - Bulgaria
|
Bulgaria
|
DELL EMERGING MARKETS (EMEA) LIMITED za usluge, Podružnica Zagreb
|
Croatia
|
Dell Equipment Finance Trust 2014-1
|
United States
|
Dell Equipment Finance Trust 2015-1
|
United States
|
Dell Equipment Finance Trust 2015-2
|
United States
|
Dell Equipment Finance Trust 2016-1
|
United States
|
Dell Equipment Finance Trust 2017-1
|
United States
|
Dell Equipment Finance Trust 2017-2
|
United States
|
Dell Equipment Funding LP
|
United States
|
Dell Equipment GP LLC
|
United States
|
Dell Federal Systems Corporation
|
United States
|
Dell Federal Systems GP L.L.C.
|
United States
|
Dell Federal Systems L.P.
|
United States
|
Dell Federal Systems LP L.L.C.
|
United States
|
Dell Financial Services Canada Limited
|
Canada
|
Dell Financial Services L.L.C.
|
United States
|
Dell Financial Services Pty Ltd
|
Australia
|
Dell Financial Services Pty Ltd
|
New Zealand
|
Dell Funding L.L.C.
|
United States
|
Dell FZ-LLC
|
United Arab Emirates
|
Dell FZ-LLC - Abu Dhabi Branch
|
United Arab Emirates
|
Dell FZ-LLC - Bahrain Branch
|
Bahrain
|
Dell FZ-LLC - Dubai Branch
|
United Arab Emirates
|
Dell FZ-LLC - Qatar Branch
|
Qatar
|
Dell Gesellschaft m.b.H
|
Austria
|
Dell Global B.V.
|
Netherlands
|
Dell Global B.V. - Bangladesh Liaison Office
|
Bangladesh
|
Dell Global B.V. - Pakistan Liaison Office
|
Pakistan
|
Dell Global B.V. - Philippines Representative Office
|
Philippines
|
Dell Global B.V. - Sri Lanka Liaison / Representative Office
|
Sri Lanka
|
Dell Global B.V. - Singapore Branch
|
Singapore
|
Dell Global Business Center Sdn. Bhd.
|
Malaysia
|
Dell Global Holdings II B.V.
|
Netherlands
|
Dell Global Holdings III B.V.
|
Netherlands
|
Dell Global Holdings L.L.C.
|
United States
|
Dell Global Holdings VII LLC
|
United States
|
Dell Global Holdings X L.L.C.
|
United States
|
Dell Global Holdings XI L.L.C.
|
United States
|
Dell Global Holdings XII L.L.C.
|
United States
|
Dell Global Holdings XIII L.L.C.
|
United States
|
Dell Global Holdings XIV L.L.C.
|
United States
|
Dell Global Holdings XV L.L.C.
|
United States
|
Dell Global International B.V.
|
Netherlands
|
Dell GmbH
|
Germany
|
Dell GmbH - Munich Branch
|
Germany
|
Dell Guatemala, Ltda.
|
Guatemala
|
Dell Halle GmbH
|
Germany
|
Dell Hong Kong Limited
|
Hong Kong
|
Dell Hungary Technology Solutions Trade LLC
|
Hungary
|
Dell III - Comercio de Computadores, Unipessoal Lda
|
Portugal
|
Dell Inc.
|
United States
|
Dell Information Technology (Kunshan) Company Limited
|
China
|
Dell International Holdings IX B.V.
|
Netherlands
|
Dell International Holdings Kft
|
Hungary
|
Dell International Holdings Limited
|
United Kingdom
|
Dell International Holdings SAS
|
France
|
Dell International Holdings VIII B.V.
|
Netherlands
|
Dell International Holdings X B.V.
|
Netherlands
|
Dell International Inc. - Korea
|
Korea, Republic of
|
Dell International L.L.C.
|
United States
|
Dell International Services India Private Limited
|
India
|
Dell International Services Philippines, Inc.
|
Philippines
|
Dell Japan Inc
|
Japan
|
Dell Latinoamerica, S. de R.L.
|
Panama
|
Dell Leasing Mexico S. de RL de C.V.
|
Mexico
|
Dell Leasing Mexico Services S. de. R.L. de C.V.
|
Mexico
|
Dell LLC
|
Russian Federation
|
Dell Marketing Corporation
|
United States
|
Dell Marketing GP L.L.C.
|
United States
|
Dell Marketing L.P.
|
United States
|
Dell Marketing LP L.L.C.
|
United States
|
Dell Mexico S.A. de C.V.
|
Mexico
|
Dell Morocco SAS
|
Morocco
|
Dell New Zealand Limited
|
New Zealand
|
Dell NV
|
Belgium
|
Dell Panama S de RL
|
Panama
|
Dell Peru S.A.C.
|
Peru
|
Dell Procurement (Xiamen) Company Limited
|
China
|
Dell Procurement (Xiamen) Company Limited - Shanghai Branch
|
China
|
Dell Procurement (Xiamen) Company Limited - Shenzhen Branch
|
China
|
Dell Procurement (Xiamen) Company Limited - Shenzhen Liaison Office
|
China
|
Dell Product and Process Innovation Services Corp.
|
United States
|
Dell Products
|
Ireland
|
Dell Products (Poland) Sp.z.o.o.
|
Poland
|
Dell Products Corporation
|
United States
|
Dell Products GP LLC
|
United States
|
Dell Products L.P.
|
United States
|
Dell Products LP L.L.C.
|
United States
|
Dell Protective Services Inc.
|
United States
|
Dell Puerto Rico Corp.
|
Puerto Rico
|
Dell Receivables Corporation
|
United States
|
Dell Receivables GP LLC
|
United States
|
Dell Receivables L.P.
|
United States
|
Dell Receivables LP LLC
|
United States
|
Dell Revolver Company L.P.
|
United States
|
Dell Revolver Funding L.L.C.
|
United States
|
Dell Revolver GP L.L.C.
|
United States
|
Dell Revolving Transferor L.L.C.
|
United States
|
Dell S.à r.l
|
Luxembourg
|
Dell S.p.A.
|
Italy
|
Dell s.r.o.
|
Slovakia
|
Dell SA
|
France
|
Dell SA
|
Switzerland
|
Dell Sales Malaysia Sdn. Bhd.
|
Malaysia
|
Dell SAS
|
Morocco
|
Dell Services (China) Company Limited
|
China
|
Dell Services (China) Company Limited - Beijing Consulting Branch
|
China
|
Dell Services (China) Company Limited - Shanghai Branch
|
China
|
Dell Services GmbH (In Liquidation)
|
Germany
|
Dell Singapore Pte. Ltd.
|
Singapore
|
Dell Sp.z o.o.
|
Poland
|
Dell Systems (UK) Limited
|
United Kingdom
|
Dell Systems Applications Solutions, Inc.
|
United States
|
Dell Systems TSI (Hungary) Likviditásmenedzsment Korlátolt Felelısségő Társaság
|
Hungary
|
Dell Taiwan B.V.
|
Netherlands
|
Dell Taiwan B.V., Taiwan Branch
|
Taiwan
|
Dell Technologies Inc.
|
United States
|
Dell Technology & Solutions Israel Ltd
|
Israel
|
Dell Technology & Solutions LLC
|
Qatar
|
Dell Technology & Solutions Nigeria Limited
|
Nigeria
|
Dell Technology Products And Services SA
|
Greece
|
Dell Technology S.R.L.
|
Romania
|
Dell Technology Services, Inc, Sociedad De Responsabilidad Limitada
|
Costa Rica
|
Dell Teknoloji Limited Sirketi
|
Turkey
|
Dell Teknoloji Limited Sirketi - Ankara Branch
|
Turkey
|
Dell Teknoloji Limited Sirketi Besiktas Subesi
|
Turkey
|
Dell Trading (Kunshan) Company Limited
|
China
|
Dell USA Corporation
|
United States
|
Dell USA GP L.L.C.
|
United States
|
Dell USA L.P.
|
United States
|
Dell USA LP LLC
|
United States
|
Dell Vendor Finance Facility 2017 L.L.C.
|
United States
|
Dell World Trade Corporation
|
United States
|
Dell World Trade GP L.L.C.
|
United States
|
Dell World Trade L.P.
|
United States
|
Dell World Trade LP L.L.C.
|
United States
|
Denali Finance Corp.
|
United States
|
Denali Intermediate Inc.
|
United States
|
DFS B.V.
|
Netherlands
|
DIH VII C.V.
|
Netherlands
|
DIH VIII C.V.
|
Netherlands
|
DIH X C.V.
|
Netherlands
|
DIH XI C.V.
|
Netherlands
|
ECM Software Group Limited
|
Cyprus
|
EMC (Benelux) B.V.
|
Netherlands
|
EMC (Benelux) B.V. - Sri Lanka Liaison Office
|
Sri Lanka
|
EMC (Benelux) B.V. - Branch in Ireland
|
Ireland
|
EMC Australia Pty Limited
|
Australia
|
EMC Brasil Serviços De Ti LTDA.
|
Brazil
|
EMC Chile S.A.
|
Chile
|
EMC Computer Storage Systems (Sales & Services) Ltd.
|
Israel
|
EMC Computer Systems
|
Qatar
|
EMC Computer Systems (Benelux) B.V.
|
Netherlands
|
EMC Computer Systems (China) Co., Ltd.
|
China
|
EMC Computer Systems (China) Co., Ltd. - Changsha Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Chengdu Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Chongqing Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Fuzhou Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Guangzhou Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Hangzhou Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Hefei Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Jinan Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Kunming Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Nanjing Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Nanning Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Qingdao Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Shanghai Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Shenyang Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Shenzhen Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Shenzhen Futian Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Urumqi Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Wuhan Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Xian Branch Office
|
China
|
EMC Computer Systems (China) Co., Ltd. - Zhengzhou Branch Office
|
China
|
EMC Computer Systems (FE) Limited
|
Hong Kong
|
EMC Computer Systems (FE) Limited - Macau Representative Office
|
Macao
|
EMC Computer Systems (FE) Limited - Taiwan Branch
|
Taiwan
|
EMC Computer Systems (Malaysia) Sdn. Bhd.
|
Malaysia
|
EMC Computer Systems (S A) (Pty) Ltd
|
South Africa
|
EMC Computer Systems (South Asia) Pte. Ltd.
|
Singapore
|
EMC Computer Systems (South Asia) Pte. Ltd. - Bangladesh Liaison Office
|
Bangladesh
|
EMC Computer Systems (South Asia) Pte. Ltd. - Myanmar Branch
|
Myanmar
|
EMC Computer Systems (U.K.) Limited
|
United Kingdom
|
EMC Computer Systems AG
|
Switzerland
|
EMC Computer Systems Argentina S.A.
|
Argentina
|
EMC Computer Systems Austria GmbH
|
Austria
|
EMC Computer Systems Austria GmbH - Abu Dhabi
|
United Arab Emirates
|
EMC Computer Systems Austria GmbH - Branch Zagreb - for services
|
Croatia
|
EMC Computer Systems Austria GmbH - Representative Office Skopje
|
Macedonia, the former Yugoslav Republic of
|
EMC Computer Systems Austria GmbH - Ghana External Company
|
Ghana
|
EMC Computer Systems Austria GmbH - Rep Office in Bahrain
|
Bahrain
|
EMC Computer Systems Austria GmbH - Rep Office in Jordan
|
Jordan
|
EMC Computer Systems Austria GmbH - Rep Office in Romania
|
Romania
|
EMC Computer Systems Austria GmbH - Rep. Office in the Republic of Bulgaria
|
Bulgaria
|
EMC Computer Systems Austria GmbH - Saudi Arabia branch
|
Saudi Arabia
|
EMC Computer Systems Austria GmbH - Branch in Kenya
|
Kenya
|
EMC Computer Systems Austria GmbH - Rep Office in Egypt
|
Egypt
|
EMC Computer Systems Austria GmbH atstovybė - Representative Office in Lithuania
|
Lithuania
|
EMC Computer Systems Austria GmbH Eesti filiaal
|
Estonia
|
EMC Computer Systems Austria GmbH, organizacna zlozka
|
Slovakia
|
EMC Computer Systems Austria GmbH, podruznica Ljubljana
|
Slovenia
|
EMC Computer Systems Bilgisayar Sistemleri Ticaret A.S.
|
Turkey
|
EMC Computer Systems Brasil Ltda.
|
Brazil
|
EMC Computer Systems Brasil Ltda. – Barueri Branch (Alameda Rio Negro 161)
|
Brazil
|
EMC Computer Systems Brasil Ltda. – Barueri Branch (Tamboré 1180)
|
Brazil
|
EMC Computer Systems Brasil Ltda. – Brasilia Branch
|
Brazil
|
EMC Computer Systems Brasil Ltda. – Eldorado Branch
|
Brazil
|
EMC Computer Systems Brasil Ltda. – Rio de Janeiro Branch (Américas 3443)
|
Brazil
|
EMC Computer Systems Brasil Ltda. – Rio de Janeiro Branch (Rua Paulo Enídio Barbosa )
|
Brazil
|
EMC Computer Systems Brasil Ltda. – Sao Paulo Branch (Embaixador Macedo Soares 10735)
|
Brazil
|
EMC Computer Systems Brasil Ltda. – São Paulo Branch (Rua Verbo Divino 1488)
|
Brazil
|
EMC Computer Systems Danmark A/S
|
Denmark
|
EMC Computer Systems France S.A.S.
|
France
|
EMC Computer Systems Italia S.p.A.
|
Italy
|
EMC Computer Systems Mexico, S.A. de CV
|
Mexico
|
EMC Computer Systems Philippines, Inc.
|
Philippines
|
EMC Computer Systems Poland Sp. z o.o.
|
Poland
|
EMC Computer Systems Spain, S.A. - Sucursal Portugal
|
Portugal
|
EMC Computer Systems Spain, S.A.U.
|
Spain
|
EMC Computer Systems Venezuela, S.A.
|
Venezuela, Bolivarian Republic of
|
EMC Computer-Systems AS
|
Norway
|
EMC Computer-Systems OY
|
Finland
|
EMC Consulting (UK) Limited
|
United Kingdom
|
EMC Corporation
|
United States
|
EMC Corporation of Canada
|
Canada
|
EMC Czech Republic s.r.o.
|
Czech Republic
|
EMC del Peru, S.A.
|
Peru
|
EMC Deutschland GmbH
|
Germany
|
EMC Egypt Service Center Limited
|
Egypt
|
EMC Equity Assets LLC
|
United States
|
EMC Europe Limited
|
United Kingdom
|
EMC Global Holdings Company
|
United States
|
EMC Global Holdings Company
|
Australia
|
EMC Group 1 Limited
|
Bermuda
|
EMC Group 2
|
Bermuda
|
EMC Group 3
|
Bermuda
|
EMC Group 4
|
Bermuda
|
EMC Group 5 Limited
|
Bermuda
|
EMC Hungary Trading and Servicing Ltd.
|
Hungary
|
EMC Information System Egypt Limited LTD
|
Egypt
|
EMC Information Systems (Thailand) Limited
|
Thailand
|
EMC Information Systems CIS
|
Russian Federation
|
EMC Information Systems Colombia Ltda.
|
Colombia
|
EMC Information Systems International
|
Ireland
|
EMC Information Systems Kazakhstan LLP
|
Kazakhstan
|
EMC Information Systems Malta Limited
|
Malta
|
EMC Information Systems Management Limited
|
Ireland
|
EMC Information Systems Management Limited
|
France
|
EMC Information Systems Management Limited
|
Hong Kong
|
EMC Information Systems Management Limited - Singapore Branch
|
Singapore
|
EMC Information Systems Management Limited - German Branch
|
Germany
|
EMC Information Systems Morocco Limited
|
Morocco
|
EMC Information Systems N.V.
|
Belgium
|
EMC Information Systems Nigeria Limited
|
Nigeria
|
EMC Information Systems Pakistan (Private) Limited
|
Pakistan
|
EMC Information Systems Sweden AB
|
Sweden
|
EMC Information Technology Research & Development (Beijing) Co., Ltd.
|
China
|
EMC Information Technology Research & Development (Chengdu) Co., Ltd.
|
China
|
EMC Information Technology Research & Development (Shanghai) Co., Ltd.
|
China
|
EMC International Company
|
Ireland
|
EMC International U.S. Holdings, Inc.
|
United States
|
EMC Investment Corporation
|
United States
|
EMC IP Holding Company LLC
|
United States
|
EMC Ireland Holdings
|
Ireland
|
EMC Israel Advanced Information Technologies Ltd.
|
Israel
|
EMC Israel Development Center Ltd.
|
Israel
|
EMC IT Solutions India Private Limited
|
India
|
EMC Japan K.K.
|
Japan
|
EMC Luxembourg PSF S.à.r.l.
|
Luxembourg
|
EMC Mexico Servicios, S.A. de C.V.
|
Mexico
|
EMC Middle East
|
United Arab Emirates
|
EMC New Zealand Corporation Limited
|
New Zealand
|
EMC Puerto Rico, Inc.
|
United States
|
EMC Research and Development Centre
|
Russian Federation
|
EMC Software and Services India Private Limited
|
India
|
EMC South Street Investments LLC
|
United States
|
EMC St. Petersburg Development Centre
|
Russian Federation
|
EMC Technology India Private Limited
|
India
|
Evolutionary Corporation
|
United States
|
Flanders Road Holdings LLC
|
United States
|
Force10 Networks Global, Inc.
|
United States
|
Force10 Networks International, Inc.
|
United States
|
Force10 Networks Singapore Pte. Ltd.
|
Singapore
|
Force10 Networks Singapore Pte. Ltd., Hong Kong Branch
|
Hong Kong
|
Force10 Networks, Inc.
|
United States
|
GoPivotal (UK) Limited
|
United Kingdom
|
GoPivotal Israel Ltd.
|
Israel
|
GoPivotal Italia S.r.l.
|
Italy
|
GoPivotal Netherlands B.V.
|
Netherlands
|
GoPivotal Singapore Pte. Limited
|
Singapore
|
GoPivotal Software India Private Limited
|
India
|
GPVTL Canada Inc.
|
Canada
|
Hankook EMC Computer Systems Chusik Hoesa
|
Korea, Republic of
|
Hankook EMC Computer Systems Chusik Hoesa - Hong Kong Branch
|
Hong Kong
|
Immidio B.V.
|
Netherlands
|
Information Systems EMC Greece S.A.
|
Greece
|
Iomega Holdings Corporation
|
United States
|
Iomega LLC
|
United States
|
Isilon Systems International LLC
|
United States
|
Isilon Systems LLC
|
United States
|
iWave Software LLC
|
United States
|
Liaison Office (Bureau d'Etudes) of EMC Computer Systems Austria GmbH
|
Morocco
|
License Technologies Group, Inc.
|
United States
|
Likewise Software LLC
|
United States
|
LLC EMC Information Systems Ukraine
|
Ukraine
|
LLC Dell Ukraine
|
Ukraine
|
Maginatics LLC
|
United States
|
More I.T. Resources Ltd.
|
Israel
|
NBT Investment Partners LLC
|
United States
|
NetWitness International LLC
|
United States
|
Newfound Investment Partners LLC
|
United States
|
Nicira, Inc.
|
United States
|
NTT Data Services (PS) (Mauritius) Pvt. Ltd
|
Mauritius
|
NTT DATA Services (PS) (Netherlands) B.V.
|
Netherlands
|
NTT DATA Services (PS) Investments B.V.
|
Netherlands
|
OptiGrowth Capital S.a.r.l
|
Luxembourg
|
Oy Dell AB
|
Finland
|
Perot Systems India Foundation
|
India
|
Pivotal Brasil Consultoria em Technologia da Informacao Ltda.
|
Brazil
|
Pivotal Group 1 Limited
|
Bermuda
|
Pivotal Group 2 Limited
|
Bermuda
|
Pivotal Japan K.K.
|
Japan
|
Pivotal Labs Sydney Pty Ltd
|
Australia
|
Pivotal Software Australia Pty Limited
|
Australia
|
Pivotal Software Deutschland GmbH
|
Germany
|
Pivotal Software France S.A.S.
|
France
|
Pivotal Software International
|
Ireland
|
Pivotal Software International Holdings
|
Ireland
|
Pivotal Software Korea Ltd.
|
Korea, Republic of
|
Pivotal Software, Inc.
|
United States
|
Pivotal Technology (Beijing) Co., Ltd.
|
China
|
Pivotal Technology (Beijing) Co., Ltd. - Shanghai Branch
|
China
|
PT Dell Indonesia
|
Indonesia
|
PT EMC Information Systems
|
Indonesia
|
QTZ L.L.C.
|
United States
|
Representative Office of Dell Global B.V. in Hanoi
|
Vietnam
|
Representative Office of Dell Global B.V. in Ho Chi Minh City
|
Vietnam
|
Representative Office of EMC Computer Systems (South Asia) Pte. Ltd. in Hanoi
|
Vietnam
|
Representative Office of EMC Computer Systems (South Asia) Pte. Ltd. in Ho Chi Minh City
|
Vietnam
|
RSA Federal LLC
|
United States
|
RSA Security LLC
|
United States
|
ScaleIO LLC
|
United States
|
ScaleIO, Ltd.
|
Israel
|
SecureWorks Australia Pty. Ltd.
|
Australia
|
SecureWorks Corp.
|
United States
|
SecureWorks Europe Limited
|
United Kingdom
|
SecureWorks Europe S.R.L.
|
Romania
|
SecureWorks India Private Limited
|
India
|
SecureWorks Japan K.K.
|
Japan
|
SecureWorks SAS
|
France
|
SecureWorks, Inc.
|
United States
|
Security Dynamics Foreign Sales Corp
|
Virgin Islands, U.S.
|
Sichuan An Cheng Security Technology Company
|
China
|
Taiwan VMware Information Technology LLC
|
Taiwan
|
The Representative Office of EMC Computer Systems Austria GmbH in Serbia and Montenegro
|
Serbia and Montenegro
|
VCE Company, LLC
|
United States
|
VCE IP Holding Company LLC
|
United States
|
VCE Solutions B.V.
|
Netherlands
|
VCE Solutions Limited
|
United Kingdom
|
VCE Solutions Pte. Ltd.
|
Singapore
|
VCE Solutions S.A.S.
|
France
|
VCE Technologies Pty Ltd
|
Australia
|
VCE Technology Solutions GmbH
|
Germany
|
VCE Technology Solutions K.K.
|
Japan
|
VCE Technology Solutions Limited
|
Ireland
|
VCE Technology Solutions Limited - Dubai Branch Office
|
United Arab Emirates
|
VeloCloud Networks Private Limited
|
India
|
Velocloud Networks, LLC
|
United States
|
Virtustream Bulgaria EOOD
|
Bulgaria
|
Virtustream Canada Holdings, Inc.
|
Canada
|
Virtustream Cloud Services Australia Pty Limited
|
Australia
|
Virtustream Cloud Services Ireland Unlimited Company
|
Ireland
|
Virtustream Cloud Services Italia S.r.l.
|
Italy
|
Virtustream Cloud Services Japan KK
|
Japan
|
Virtustream Germany GmbH
|
Germany
|
Virtustream Group Holdings, Inc.
|
United States
|
Virtustream IP Holding Company LLC
|
United States
|
Virtustream Ireland Limited
|
Ireland
|
Virtustream Limited
|
Jersey
|
Virtustream LT UAB
|
Lithuania
|
Virtustream Security Solutions LLC
|
United States
|
Virtustream Security Solutions Private Limited
|
India
|
Virtustream Switzerland Sàrl
|
Switzerland
|
Virtustream UK Limited
|
United Kingdom
|
Virtustream, Inc.
|
United States
|
VMW Holdco LLC
|
United States
|
VMware (Thailand) Co., Ltd.
|
Thailand
|
VMware Australia Pty Ltd
|
Australia
|
VMware Belgium
|
Belgium
|
VMware Bermuda Limited
|
Ireland
|
VMware Bulgaria EOOD
|
Bulgaria
|
VMware Canada Inc.
|
Canada
|
VMware Costa Rica Ltda.
|
Costa Rica
|
VMware Denmark ApS
|
Denmark
|
VMware Eastern Europe
|
Armenia
|
VMware France SAS
|
France
|
VMware Global, Inc.
|
United States
|
VMware Hong Kong Limited
|
Hong Kong
|
VMware Information Technology (China) Co. Ltd.
|
China
|
VMware International Limited
|
Ireland
|
VMware International Marketing Limited
|
Ireland
|
VMware Israel Ltd.
|
Israel
|
VMware Italy S.r.l.
|
Italy
|
VMware Korea Co., Ltd.
|
Korea, Republic of
|
VMware Malaysia SDN. BHD.
|
Malaysia
|
VMware Marketing Austria GmbH
|
Austria
|
VMware Middle East FZ-LLC
|
United Arab Emirates
|
VMware Netherlands B.V.
|
Netherlands
|
VMware NZ Company
|
New Zealand
|
VMware Saudi Limited
|
Saudi Arabia
|
VMware Singapore Pte. Ltd.
|
Singapore
|
VMware Software e Serviços Brasil Ltda.
|
Brazil
|
VMware Software India Private Limited
|
India
|
VMware Spain, S.L.
|
Spain
|
VMware Sweden AB
|
Sweden
|
VMware Switzerland GmbH
|
Switzerland
|
VMware Turkey Software Solutions and Services Company Limited
|
Turkey
|
VMware UK Limited
|
United Kingdom
|
VMware, Inc.
|
United States
|
VMware, K.K.
|
Japan
|
Wanova Technologies Ltd
|
Israel
|
Wavefront, LLC
|
United States
|
Wyse International L.L.C.
|
United States
|
Wyse Technology China (HK) Limited
|
Hong Kong
|
Wyse Technology GmbH
|
Germany
|
Wyse Technology International B.V.
|
Netherlands
|
Wyse Technology L.L.C.
|
United States
|
1.
|
I have reviewed this Annual Report on Form 10-K of Dell Technologies Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
March 29, 2018
|
|
/s/ MICHAEL S. DELL
|
|
|
Michael S. Dell
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Dell Technologies Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
March 29, 2018
|
|
/s/ THOMAS W. SWEET
|
|
|
Thomas W. Sweet
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
March 29, 2018
|
|
/s/ MICHAEL S. DELL
|
|
|
|
Michael S. Dell
|
|
|
|
Chairman and Chief Executive Officer
|
Date:
|
March 29, 2018
|
|
/s/ THOMAS W. SWEET
|
|
|
|
Thomas W. Sweet
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Fiscal Year Ended
|
|
September 7, 2016 through
|
||||||||||||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||
|
VMware Reportable Segment
|
|
Adjustments and Eliminations (a)
|
|
VMware
|
|
VMware Reportable Segment
|
|
Adjustments and Eliminations (a)
|
|
VMware
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net revenue
|
$
|
7,925
|
|
|
$
|
(3
|
)
|
|
$
|
7,922
|
|
|
$
|
3,225
|
|
|
$
|
(26
|
)
|
|
$
|
3,199
|
|
Cost of net revenue
|
991
|
|
|
150
|
|
|
1,141
|
|
|
399
|
|
|
54
|
|
|
453
|
|
||||||
Gross margin
|
6,934
|
|
|
(153
|
)
|
|
6,781
|
|
|
2,826
|
|
|
(80
|
)
|
|
2,746
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general, and administrative
|
3,020
|
|
|
317
|
|
|
3,337
|
|
|
1,198
|
|
|
152
|
|
|
1,350
|
|
||||||
Research and development
|
1,394
|
|
|
361
|
|
|
1,755
|
|
|
515
|
|
|
144
|
|
|
659
|
|
||||||
Total operating expenses
|
4,414
|
|
|
678
|
|
|
5,092
|
|
|
1,713
|
|
|
296
|
|
|
2,009
|
|
||||||
Operating income (loss)
|
$
|
2,520
|
|
|
$
|
(831
|
)
|
|
1,689
|
|
|
$
|
1,113
|
|
|
$
|
(376
|
)
|
|
737
|
|
||
Interest and other income (expense), net attributable to VMware
|
|
|
|
|
112
|
|
|
|
|
|
|
7
|
|
||||||||||
Income before income taxes attributable to VMware
|
|
|
|
|
1,801
|
|
|
|
|
|
|
744
|
|
||||||||||
Income tax provision attributable to VMware
|
|
|
|
|
1,231
|
|
|
|
|
|
|
150
|
|
||||||||||
Net income attributable to VMware
|
|
|
|
|
$
|
570
|
|
|
|
|
|
|
$
|
594
|
|
(a)
|
Adjustments and eliminations primarily consist of intercompany sales and allocated expenses, as well as expenses that are excluded from the VMware reportable segment, such as amortization of intangible assets, stock-based compensation expense, severance, and integration and acquisition-related costs.
|
|
|
Fiscal Year Ended
|
|
September 7, 2016 through
|
||||
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
|
(in millions)
|
||||||
Net income attributable to VMware
|
$
|
570
|
|
|
$
|
594
|
|
|
Less: Net income attributable to non-controlling interests
|
(105
|
)
|
|
(102
|
)
|
|||
Net income attributable to Class V Group
|
465
|
|
|
492
|
|
|||
Less: DHI Group's 38.48% and 36.43%, respectively, weighted average retained interest in Class V Group
|
(179
|
)
|
|
(179
|
)
|
|||
Class V Common Stock economic interest in Class V Group
|
$
|
286
|
|
|
$
|
313
|
|
|
|
|
|
|
VMware
|
||
|
|
|
|
|
February 2, 2018
|
||
|
|
|
|
|
(in millions)
|
||
VMware balance sheet information
|
|
|
|
|
|
||
Total assets (1)(2)
|
|
|
|
|
$
|
20,622
|
|
Total liabilities (1)(2)
|
|
|
|
|
12,846
|
|
|
VMware total net assets
|
|
|
|
|
$
|
7,776
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Class V Group
|
||
|
|
|
|
|
February 2, 2018
|
||
|
|
|
|
|
(in millions)
|
||
VMware total net assets
|
|
|
|
|
$
|
7,776
|
|
Less: Net assets attributable to non-controlling interests (3)
|
|
|
|
(1,408
|
)
|
||
Net assets attributable to Class V Group
|
|
|
|
|
6,368
|
|
|
Less: DHI Group's 38.90% retained interest in Class V Group
|
|
(2,477
|
)
|
||||
Class V Common Stock economic interest in Class V Group
|
|
$
|
3,891
|
|
|||
|
|
|
|
|
|
||
Inter-group assets (4)
|
|
|
|
|
$
|
—
|
|
Inter-group liabilities (4)
|
|
|
|
|
$
|
—
|
|
(1)
|
Represents VMware's unadjusted assets and liabilities as of
February 2, 2018
as consolidated into the Company's Consolidated Statements of Financial Position.
|
(2)
|
As determined by Dell Technologies' board of directors, the Company has not allocated any assets or liabilities between the DHI Group and the Class V Group.
|
(3)
|
Reflects the impact of non-controlling interests on net assets attributable to the Company, which had an ownership interest of
81.9%
of VMware’s outstanding shares of common stock as of
February 2, 2018
.
|
(4)
|
Represents inter-group assets/liabilities between the Class V Group and the DHI Group in accordance with the Tracking Stock Policy. The Tracking Stock Policy states that any ordinary course commercial inter-group transactions are intended, to the extent practicable, to be on terms consistent with terms that would be applicable to arm's-length dealings with unrelated third parties.
|