(Mark One)
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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the fiscal year ended
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January 31, 2020
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or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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80-0890963
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class C Common Stock, par value of $0.01 per share
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DELL
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Infrastructure Solutions Group (“ISG”) — ISG enables the digital transformation of our customers through our trusted multi-cloud and big data solutions, which are built upon a modern data center infrastructure. Our comprehensive portfolio of advanced storage solutions includes traditional storage solutions as well as next-generation storage solutions (such as all-flash arrays, scale-out file, object platforms and software-defined solutions). We have simplified our storage portfolio to ensure that we deliver the technology needed for our customers’ digital transformation. Our server portfolio includes high-performance rack, blade, tower, and hyperscale servers, optimized for artificial intelligence and machine learning workloads. Our networking portfolio helps our business customers transform and modernize their infrastructure, mobilize and enrich end-user experiences, and accelerate business applications and processes. Our strengths in server, storage, and virtualization software solutions enable us to offer leading converged and hyper-converged solutions, allowing 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.
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Client Solutions Group (“CSG”) — CSG includes branded hardware (such as desktops, workstations, and notebooks) and branded peripherals (such as displays and projectors), as well as third-party software and peripherals. Our computing devices are designed with our commercial and consumer customers’ needs in mind, and we seek to optimize performance, reliability, manageability, design, and security. In addition to our traditional hardware business, we have a portfolio of thin client offerings that we believe will allow us to benefit from the growth trends in cloud computing. For our customers that are seeking to simplify client lifecycle management, Dell PC as a Service offering combines hardware, software, lifecycle services, and financing into one all-encompassing solution that provides predictable pricing per seat per month through Dell Financial Services. CSG also offers attached software, peripherals, and services, including support and deployment, configuration, and extended warranty services.
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VMware — The VMware reportable segment (“VMware”) reflects the operations of VMware, Inc. (NYSE: VMW) within Dell Technologies. VMware works with customers in the areas of hybrid and multi-cloud, modern applications, networking, security, and digital workspaces, helping customers manage their IT resources across private clouds and complex multi-cloud, multi-device environments. VMware’s portfolio supports and addresses the key IT priorities of customers: accelerating their cloud journey, modernizing their applications, empowering digital workspaces, transforming networking, and embracing intrinsic security. VMware enables its customers to digitally transform their operations as they ready their applications, infrastructure, and employees for constantly evolving business needs.
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Secureworks (NASDAQ: SCWX) is a leading global provider of intelligence-driven information security solutions singularly focused on protecting its clients from cyberattacks. The solutions offered by Secureworks enable organizations of varying size and complexity to fortify their cyber defenses to prevent security breaches, detect malicious activity in near real time, prioritize and respond rapidly to security incidents and predict emerging threats.
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Virtustream offers cloud software and infrastructure-as-a-service solutions that enable customers to migrate, run, and manage mission-critical applications in cloud-based IT environments. Beginning in the first quarter of Fiscal 2019, Virtustream results are reported within other businesses, rather than within ISG. This change in reporting structure did not impact our previously reported consolidated financial results, but our prior period segment results have been recast to reflect the change.
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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.
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RSA Security 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. In February 2020, Dell Technologies announced its entry into a definitive agreement to sell RSA Security to a consortium of investors in an all-cash transaction for approximately $2.075 billion, subject to certain closing adjustments. The transaction is intended to further simplify our product portfolio and corporate structure.
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Used 100 million pounds of sustainable materials in our products
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Helped 16 million people grow and thrive through the use of our technology and expertise
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Recovered 2 billion pounds of used electronics for reuse, remanufacturing, or recycling
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Reduced the energy intensity of our product portfolio by 64%
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Volunteered 5 million hours of team member service in support of community groups
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Achieved 89% team member satisfaction at Dell Technologies
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Reached a 60% use rate for flexible work options among global team members
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Name
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Age
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Position
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Michael S. Dell
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55
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Chief Executive Officer
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Jeffrey W. Clarke
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57
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Chief Operating Officer and Vice Chairman
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Allison Dew
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50
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Chief Marketing Officer
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Howard D. Elias
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62
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President, Services and Digital
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Steven H. Price
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58
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Chief Human Resources Officer
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Karen H. Quintos
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56
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Chief Customer Officer
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Rory Read
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58
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Chief Operating Executive, Dell Technologies and President, Virtustream
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Richard J. Rothberg
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56
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General Counsel
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William F. Scannell
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57
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President, Global Sales and Customer Operations
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Thomas W. Sweet
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60
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Chief Financial Officer
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•
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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;
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•
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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;
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Dell Technologies is exposed to fluctuations in interest rates because Dell Technologies’ senior credit facilities have variable rates of interest;
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Dell Technologies’ level of indebtedness 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
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Dell Technologies may be unable to comply with financial and other restrictive covenants in its senior credit facilities, its senior 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.
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fluctuations in demand, adoption rates, sales cycles, and pricing levels for VMware, Inc.’s product and solutions offerings;
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variations in customer choices among VMware, Inc.’s on-premises and subscription and software-as-a-service (“SaaS”) offerings, which can impact VMware, Inc.’s rates of total revenue and license revenue growth;
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changes in customers’ budgets for information technology purchases and in the timing of its purchasing decisions;
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legal, administrative, and regulatory proceedings, claims, demands, and investigations relating to VMware Inc.’s business;
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the timing of announcements or releases of new or upgraded products and solutions by VMware, Inc. or by its competitors;
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the timing and size of business realignment plans and restructuring charges;
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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;
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VMware, Inc.’s ability to control costs, including its operating expenses;
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credit risks of VMware, Inc.’s distributors, who account for a significant portion of VMware, Inc.’s product revenues and accounts receivable, and VMware, Inc.’s customers;
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the timing of when sales orders are processed, which can cause fluctuations in VMware, Inc.’s backlog and impact VMware, Inc.’s sales and timing of revenue recognition;
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seasonal factors, such as the end of fiscal period budget expenditures by VMware, Inc.’s customers and the timing of holiday and vacation periods;
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renewal rates and the amounts of the renewals for enterprise agreements, as the original terms of such agreements expire;
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the timing and amount of internally developed software development costs that may be capitalized;
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unplanned events that could affect market perception of the quality or cost-effectiveness of VMware, Inc.’s products and solutions;
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increased volatility in the provision for income taxes in periods where transfers of intellectual property between VMware, Inc.’s legal entities occur; and
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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.
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announcements of new products, services or technologies, commercial relationships, acquisitions, or other events by Dell Technologies or its competitors;
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changes in how customers perceive the effectiveness of Dell Technologies’ products, services, or technologies;
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actual or anticipated variations in Dell Technologies’ quarterly or annual results of operations;
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changes in Dell Technologies’ financial guidance or estimates by securities analysts;
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price and volume fluctuations in the overall stock market from time to time;
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significant volatility in the market price and trading volume of technology companies in general and of companies in the information technology industry in particular;
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actual or anticipated changes in the expectations of investors or securities analysts;
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fluctuations in the trading volume of the Class C Common Stock or the size of the trading market for the Class C Common Stock held by non-affiliates;
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litigation involving Dell Technologies, its industry, or both, including disputes or other developments relating to Dell Technologies’ ability to obtain patent protection for its processes and technologies and to protect its other proprietary rights;
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regulatory developments in the United States and other jurisdictions in which Dell Technologies operates;
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general economic and political factors, including market conditions in Dell Technologies’ industry or the industries of its customers;
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major catastrophic events;
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sales of large blocks of the Class C Common Stock; and
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additions or departures of key employees.
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limitations on who may call special meetings of stockholders;
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•
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advance notice requirements for nominations of candidates for election to the board of directors and for proposals for other businesses;
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•
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the authorization of 1,000,000 shares of “blank check” preferred stock, which could be issued by the board of directors without approval of the holders of the common stock to persons friendly to Dell Technologies’ 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;
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•
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the requirement that any stockholder written consent be signed by holders of a majority of Dell Technologies’ common stock beneficially owned by the MD stockholders and holders of a majority of Dell Technologies’ common stock beneficially owned by the SLP stockholders; and
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•
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the requirement that (1) the holders of the Class A Common Stock, voting separately as a series, (2) the holders of the Class B Common Stock, voting separately as a series, and (3) the MD stockholders and SLP stockholders, in each case, so long as they own any common stock, approve amendments to certain provisions of Dell Technologies’ certificate of incorporation, including provisions related to authorized capital stock and the size and structure of the board of directors.
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•
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Dell Technologies have a board that is composed of a majority of “independent directors,” as defined under NYSE rules;
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Dell Technologies have a compensation committee that is composed entirely of independent directors; and
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•
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Dell Technologies have a nominating/corporate governance committee that is composed entirely of independent directors.
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any derivative action or proceeding brought on behalf of Dell Technologies;
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•
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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;
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•
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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 of the certificate of incorporation or bylaws of Dell Technologies; or
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any action asserting a claim against Dell Technologies or any director or officer or stockholder of Dell Technologies governed by the internal affairs doctrine.
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Owned
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Leased
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(in millions)
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U.S. facilities
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10.1
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5.3
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International facilities
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4.5
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12.1
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Total (a)
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14.6
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17.3
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(a)
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Includes 2.7 million square feet of subleased or vacant space.
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Class C Common Stock
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S&P 500
|
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S&P 500 Systems Software Index
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Fiscal Year 2019
|
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December 28, 2018
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$100.00
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|
$100.00
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|
$100.00
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February 1, 2019
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$109.29
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|
$109.06
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|
$104.13
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Fiscal Year 2020
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|
|
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May 3, 2019
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$151.22
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$119.28
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$127.36
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August 2, 2019
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$115.36
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|
$119.34
|
|
$134.56
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November 1, 2019
|
$117.19
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|
$125.44
|
|
$140.86
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January 31, 2020
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$107.35
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|
$132.57
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$164.89
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Class V Common Stock
|
|
S&P 500
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|
S&P 500 Systems Software Index
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Fiscal Year 2018
|
|
|
|
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May 5, 2017
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$100.00
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|
$100.00
|
|
$100.00
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August 4, 2017
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$95.69
|
|
$103.77
|
|
$106.29
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November 3, 2017
|
$120.18
|
|
$108.94
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|
$120.05
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February 2, 2018
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$105.36
|
|
$116.84
|
|
$128.96
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Fiscal Year 2019
|
|
|
|
|
|
May 4, 2018
|
$108.41
|
|
$113.21
|
|
$132.35
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August 3, 2018
|
$138.34
|
|
$121.31
|
|
$147.30
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November 2, 2018
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$135.50
|
|
$116.85
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|
$146.59
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December 27, 2018
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$118.89
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$107.19
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|
$139.87
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(a)
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The fiscal year ended February 3, 2017 included 53 weeks.
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(b)
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Results of operations and cash flow data for fiscal year ended January 29, 2016 presented in the table above have not been recast for, and do not reflect the adoption of, the amended guidance on the recognition of revenue from contracts with customers.
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January 31, 2020
|
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February 1, 2019
|
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February 2, 2018
|
|
February 3, 2017
|
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January 29, 2016 (a)
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(in millions)
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Balance Sheet Data:
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|||||||||||||||
Cash and cash equivalents
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$
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9,302
|
|
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$
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9,676
|
|
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$
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13,942
|
|
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$
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9,474
|
|
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$
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6,322
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Total assets
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$
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118,861
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|
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$
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111,820
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$
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124,193
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$
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119,672
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$
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45,122
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Short-term debt
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$
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7,737
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$
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4,320
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$
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7,873
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$
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6,329
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$
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2,981
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Long-term debt
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$
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44,319
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$
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49,201
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$
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43,998
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$
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43,061
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$
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10,650
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Total Dell Technologies Inc. stockholders’ equity (deficit)
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$
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(1,574
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)
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$
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(5,765
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)
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$
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11,719
|
|
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$
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14,757
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|
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$
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1,466
|
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(a)
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Balance sheet data as of January 29, 2016 presented in the table above have not been recast for, and do not reflect the adoption of, the amended guidance on the recognition of revenue from contracts with customers.
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•
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Infrastructure Solutions Group (“ISG”) — ISG enables the digital transformation of our customers through our trusted multi-cloud and big data solutions, which are built upon a modern data center infrastructure. Our comprehensive portfolio of advanced storage solutions includes traditional storage solutions as well as next-generation storage solutions (such as all-flash arrays, scale-out file, object platforms and software-defined solutions). We have simplified our storage portfolio to ensure that we deliver the technology needed for our customers’ digital transformation. Our server portfolio includes high-performance rack, blade, tower and hyperscale servers, optimized for artificial intelligence and machine learning workloads. Our networking portfolio helps our business customers transform and modernize their infrastructure, mobilize and enrich end-user experiences, and accelerate business applications and
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•
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Client Solutions Group (“CSG”) — CSG includes branded hardware (such as desktops, workstations, and notebooks) and branded peripherals (such as displays and projectors), as well as third-party software and peripherals. Our computing devices are designed with our commercial and consumer customers’ needs in mind, and we seek to optimize performance, reliability, manageability, design, and security. In addition to our traditional hardware business, we have a portfolio of thin client offerings that we believe will allow us to benefit from the growth trends in cloud computing. For our customers that are seeking to simplify client lifecycle management, Dell PC as a Service offering combines hardware, software, lifecycle services, and financing into one all-encompassing solution that provides predictable pricing per seat per month through Dell Financial Services. CSG also offers attached software, peripherals, and services, including support and deployment, configuration, and extended warranty services.
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•
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VMware — The VMware reportable segment (“VMware”) reflects the operations of VMware, Inc. (NYSE: VMW) within Dell Technologies. VMware works with customers in the areas of hybrid and multi-cloud, modern applications, networking, security, and digital workspaces, helping customers manage their IT resources across private clouds and complex multi-cloud, multi-device environments. VMware’s portfolio supports and addresses the key IT priorities of customers: accelerating their cloud journey, modernizing their applications, empowering digital workspaces, transforming networking, and embracing intrinsic security. VMware enables its customers to digitally transform their operations as they ready their applications, infrastructure, and employees for constantly evolving business needs.
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•
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Secureworks (NASDAQ: SCWX) is a leading global provider of intelligence-driven information security solutions singularly focused on protecting its clients from cyber attacks. The solutions offered by Secureworks enable organizations of varying size and complexity to fortify their cyber defenses to prevent security breaches, detect malicious activity in near real time, prioritize and respond rapidly to security incidents and predict emerging threats.
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•
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Virtustream offers cloud software and infrastructure-as-a-service solutions that enable customers to migrate, run, and manage mission-critical applications in cloud-based IT environments. Beginning in the first quarter of Fiscal 2019, Virtustream results are reported within other businesses, rather than within ISG. This change in reporting structure did not impact our previously reported consolidated financial results, but our prior period segment results have been recast to reflect the change.
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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.
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•
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RSA Security 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. In February 2020, Dell Technologies announced its entry into a definitive agreement to sell RSA Security to a consortium of investors in an all-cash transaction for approximately $2.075 billion, subject to certain closing adjustments. The transaction is intended to further simplify our product portfolio and corporate structure.
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•
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Amortization of Intangible Assets — Amortization of intangible assets primarily consists of amortization of customer relationships, developed technology, and trade names. In connection with our acquisition by merger of EMC on September 7, 2016, referred to as 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.
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•
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Impact of Purchase Accounting — The impact of purchase accounting includes purchase accounting adjustments, related to the EMC merger transaction and, to a lesser extent, the going-private transaction, recorded under the acquisition method of accounting in accordance with the accounting guidance for business combinations. This guidance prescribes that the purchase price be allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities on the date of the transaction. Accordingly, all of the assets and liabilities acquired in the EMC merger transaction and the going-private transaction were accounted for and recognized at fair value as of the respective transaction dates, and the fair value adjustments are being amortized over the estimated useful lives in the periods following the transactions. The fair value adjustments primarily relate to deferred revenue, inventory, and property, plant, and equipment. Although purchase accounting adjustments and related amortization of those adjustments are reflected in our GAAP results, we evaluate the operating results of the underlying businesses on a non-GAAP basis, after removing such adjustments. We believe that excluding the impact of purchase accounting provides results that are useful in understanding our current operating performance and provides more meaningful comparisons to our past operating performance.
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•
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Transaction-related Expenses — Transaction-related expenses consist of acquisition, integration, and divestiture related costs, as well as the costs incurred in the Class V transaction, 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. During Fiscal 2020, transaction expenses related to various acquisition costs, primarily costs of VMware, Inc.’s acquisitions of Carbon Black and Pivotal. During Fiscal 2019, we incurred expenses of approximately $316 million for the completion of the Class V transaction, approximately $116 million for customer evaluation units, and approximately $100 million for manufacturing and engineering inventory.
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•
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Stock-based Compensation Expense — Stock-based compensation expense consists of equity awards granted based on the estimated fair value of those awards at grant date. We estimate the fair value of service-based stock options using the Black-Scholes valuation model. To estimate the fair value of performance-based awards containing a market condition, we use the Monte Carlo valuation model. For all other share-based awards, the fair value is based on the closing price of the Class C Common Stock as reported on the NYSE on the date of grant. Our non-GAAP adjustment for stock-based compensation expense was previously included within the non-GAAP adjustment for other corporate expenses. Due to the growth in our stock-based compensation expense, we have revised our presentation to present stock-based compensation expense separately in our reconciliations presented below. Although stock-based compensation is an important aspect of the compensation of the Company’s employees and executives, the fair value of the stock-based awards may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards. We believe that excluding stock-based compensation expense 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. See Note 16 of the Notes to the Consolidated Financial Statements included in this report for additional information on equity award issuances.
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•
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Other Corporate Expenses — Other corporate expenses consist of impairment charges, severance, facility action, and other costs. Virtustream non-cash gross impairment charges of $619 million and $190 million were recognized in Fiscal 2020 and Fiscal 2019, respectively. See Note 8 of the Notes to the Consolidated Financial Statements included in this report for additional information on Virtustream impairment charges. During Fiscal 2020, this category includes a VMware, Inc. legal accrual of $237 million related to patent litigation. Severance costs are primarily related to severance and benefits for employees terminated pursuant to cost savings initiatives. We continue to integrate owned and leased facilities and may incur additional costs as we seek opportunities for operational efficiencies. 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.
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•
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Fair Value Adjustments on Equity Investments — Fair value adjustments on equity investments primarily consists of the gain (loss) on strategic investments, which includes the recurring fair value adjustments of investments in publicly-traded companies, as well as those in privately-held companies, which are adjusted for observable price changes, and to a lesser extent, any potential impairments. Given the volatility in the ongoing adjustments to the valuation of these strategic investments, we believe that excluding these gains or losses for purposes of calculating non-GAAP net income presented below facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
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•
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Aggregate Adjustment for Income Taxes — The aggregate adjustment for income taxes is the estimated combined income tax effect for the adjustments described above, as well as an adjustment for discrete tax items. Due to the variability in recognition of discrete tax items from period to period, we believe that excluding these benefits or charges for purposes of calculating non-GAAP net income facilitates a more meaningful evaluation of our current operating performance and comparisons to our past operating performance. The tax effects are determined based on the tax jurisdictions where the above items were incurred. This category includes discrete tax benefits of $4.9 billion related to intra-entity asset transfers, $351 million related to stock-based compensation, and $305 million related to an audit settlement. See Note 11 of the Notes to the Consolidated Financial Statements included in this report for additional information on our income taxes.
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|
Fiscal Year Ended
|
||||||||||||||||
|
January 31,
2020 |
|
% Change
|
|
February 1,
2019 |
|
% Change
|
|
February 2,
2018 |
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Product net revenue
|
$
|
69,918
|
|
|
(1
|
)%
|
|
$
|
70,707
|
|
|
16
|
%
|
|
$
|
60,898
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Impact of purchase accounting
|
19
|
|
|
|
|
61
|
|
|
|
|
170
|
|
|||||
Non-GAAP product net revenue
|
$
|
69,937
|
|
|
(1
|
)%
|
|
$
|
70,768
|
|
|
16
|
%
|
|
$
|
61,068
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Services net revenue
|
$
|
22,236
|
|
|
12
|
%
|
|
$
|
19,914
|
|
|
10
|
%
|
|
$
|
18,142
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Impact of purchase accounting
|
328
|
|
|
|
|
642
|
|
|
|
|
1,099
|
|
|||||
Non-GAAP services net revenue
|
$
|
22,564
|
|
|
10
|
%
|
|
$
|
20,556
|
|
|
7
|
%
|
|
$
|
19,241
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
92,154
|
|
|
2
|
%
|
|
$
|
90,621
|
|
|
15
|
%
|
|
$
|
79,040
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Impact of purchase accounting
|
347
|
|
|
|
|
703
|
|
|
|
|
1,269
|
|
|||||
Non-GAAP net revenue
|
$
|
92,501
|
|
|
1
|
%
|
|
$
|
91,324
|
|
|
14
|
%
|
|
$
|
80,309
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Product gross margin
|
$
|
15,393
|
|
|
20
|
%
|
|
$
|
12,818
|
|
|
35
|
%
|
|
$
|
9,465
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
2,081
|
|
|
|
|
2,883
|
|
|
|
|
3,694
|
|
|||||
Impact of purchase accounting
|
28
|
|
|
|
|
78
|
|
|
|
|
213
|
|
|||||
Transaction-related expenses
|
(5
|
)
|
|
|
|
210
|
|
|
|
|
11
|
|
|||||
Stock-based compensation expense
|
10
|
|
|
|
|
27
|
|
|
|
|
6
|
|
|||||
Other corporate expenses
|
16
|
|
|
|
|
5
|
|
|
|
|
19
|
|
|||||
Non-GAAP product gross margin
|
$
|
17,523
|
|
|
9
|
%
|
|
$
|
16,021
|
|
|
19
|
%
|
|
$
|
13,408
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Services gross margin
|
$
|
13,540
|
|
|
11
|
%
|
|
$
|
12,235
|
|
|
11
|
%
|
|
$
|
11,072
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Impact of purchase accounting
|
325
|
|
|
|
|
642
|
|
|
|
|
1,099
|
|
|||||
Transaction-related expenses
|
—
|
|
|
|
|
3
|
|
|
|
|
13
|
|
|||||
Stock-based compensation expense
|
119
|
|
|
|
|
64
|
|
|
|
|
60
|
|
|||||
Other corporate expenses
|
56
|
|
|
|
|
57
|
|
|
|
|
16
|
|
|||||
Non-GAAP services gross margin
|
$
|
14,040
|
|
|
8
|
%
|
|
$
|
13,001
|
|
|
6
|
%
|
|
$
|
12,260
|
|
|
Fiscal Year Ended
|
||||||||||||||||
|
January 31,
2020 |
|
% Change
|
|
February 1,
2019 |
|
% Change
|
|
February 2,
2018 |
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Gross margin
|
$
|
28,933
|
|
|
15
|
%
|
|
$
|
25,053
|
|
|
22
|
%
|
|
$
|
20,537
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
2,081
|
|
|
|
|
2,883
|
|
|
|
|
3,694
|
|
|||||
Impact of purchase accounting
|
353
|
|
|
|
|
720
|
|
|
|
|
1,312
|
|
|||||
Transaction-related expenses
|
(5
|
)
|
|
|
|
213
|
|
|
|
|
24
|
|
|||||
Stock-based compensation expense
|
129
|
|
|
|
|
91
|
|
|
|
|
66
|
|
|||||
Other corporate expenses
|
72
|
|
|
|
|
62
|
|
|
|
|
35
|
|
|||||
Non-GAAP gross margin
|
$
|
31,563
|
|
|
9
|
%
|
|
$
|
29,022
|
|
|
13
|
%
|
|
$
|
25,668
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
$
|
26,311
|
|
|
4
|
%
|
|
$
|
25,244
|
|
|
10
|
%
|
|
$
|
22,953
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
(2,327
|
)
|
|
|
|
(3,255
|
)
|
|
|
|
(3,286
|
)
|
|||||
Impact of purchase accounting
|
(58
|
)
|
|
|
|
(100
|
)
|
|
|
|
(234
|
)
|
|||||
Transaction-related expenses
|
(290
|
)
|
|
|
|
(537
|
)
|
|
|
|
(478
|
)
|
|||||
Stock-based compensation expense
|
(1,133
|
)
|
|
|
|
(827
|
)
|
|
|
|
(769
|
)
|
|||||
Other corporate expenses
|
(1,088
|
)
|
|
|
|
(357
|
)
|
|
|
|
(290
|
)
|
|||||
Non-GAAP operating expenses
|
$
|
21,415
|
|
|
6
|
%
|
|
$
|
20,168
|
|
|
13
|
%
|
|
$
|
17,896
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
2,622
|
|
|
NM
|
|
|
$
|
(191
|
)
|
|
92
|
%
|
|
$
|
(2,416
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
4,408
|
|
|
|
|
6,138
|
|
|
|
|
6,980
|
|
|||||
Impact of purchase accounting
|
411
|
|
|
|
|
820
|
|
|
|
|
1,546
|
|
|||||
Transaction-related expenses
|
285
|
|
|
|
|
750
|
|
|
|
|
502
|
|
|||||
Stock-based compensation expense
|
1,262
|
|
|
|
|
918
|
|
|
|
|
835
|
|
|||||
Other corporate expenses
|
1,160
|
|
|
|
|
419
|
|
|
|
|
325
|
|
|||||
Non-GAAP operating income
|
$
|
10,148
|
|
|
15
|
%
|
|
$
|
8,854
|
|
|
14
|
%
|
|
$
|
7,772
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
5,529
|
|
|
354
|
%
|
|
$
|
(2,181
|
)
|
|
25
|
%
|
|
$
|
(2,926
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
|
4,408
|
|
|
|
|
6,138
|
|
|
|
|
6,980
|
|
|||||
Impact of purchase accounting
|
411
|
|
|
|
|
820
|
|
|
|
|
1,546
|
|
|||||
Transaction-related expenses
|
285
|
|
|
|
|
824
|
|
|
|
|
502
|
|
|||||
Stock-based compensation expense
|
1,262
|
|
|
|
|
918
|
|
|
|
|
835
|
|
|||||
Other corporate expenses
|
1,160
|
|
|
|
|
419
|
|
|
|
|
325
|
|
|||||
Fair value adjustments on equity investments
|
(194
|
)
|
|
|
|
(342
|
)
|
|
|
|
(72
|
)
|
|||||
Aggregate adjustment for income taxes
|
(6,772
|
)
|
|
|
|
(1,369
|
)
|
|
|
|
(2,835
|
)
|
|||||
Non-GAAP net income
|
$
|
6,089
|
|
|
16
|
%
|
|
$
|
5,227
|
|
|
20
|
%
|
|
$
|
4,355
|
|
|
Fiscal Year Ended
|
||||||||||||||||
|
January 31,
2020 |
|
% Change
|
|
February 1,
2019 |
|
% Change
|
|
February 2,
2018 |
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Net income (loss)
|
$
|
5,529
|
|
|
354
|
%
|
|
$
|
(2,181
|
)
|
|
25
|
%
|
|
$
|
(2,926
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest and other, net (a)
|
2,626
|
|
|
|
|
2,170
|
|
|
|
|
2,353
|
|
|||||
Income tax benefit (b)
|
(5,533
|
)
|
|
|
|
(180
|
)
|
|
|
|
(1,843
|
)
|
|||||
Depreciation and amortization
|
6,143
|
|
|
|
|
7,746
|
|
|
|
|
8,634
|
|
|||||
EBITDA
|
$
|
8,765
|
|
|
16
|
%
|
|
$
|
7,555
|
|
|
22
|
%
|
|
$
|
6,218
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA
|
$
|
8,765
|
|
|
16
|
%
|
|
$
|
7,555
|
|
|
22
|
%
|
|
$
|
6,218
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense
|
1,262
|
|
|
|
|
918
|
|
|
|
|
835
|
|
|||||
Impact of purchase accounting (c)
|
347
|
|
|
|
|
704
|
|
|
|
|
1,274
|
|
|||||
Transaction-related expenses (d)
|
285
|
|
|
|
|
722
|
|
|
|
|
502
|
|
|||||
Other corporate expenses (e)
|
1,128
|
|
|
|
|
397
|
|
|
|
|
305
|
|
|||||
Adjusted EBITDA
|
$
|
11,787
|
|
|
14
|
%
|
|
$
|
10,296
|
|
|
13
|
%
|
|
$
|
9,134
|
|
(a)
|
See “Results of Operations — Interest and Other, Net” for more information on the components of interest and other, net.
|
(b)
|
See Note 11 of the Notes to the Consolidated Financial Statements included in this report for additional information on discrete tax items recorded in Fiscal 2020.
|
(c)
|
This amount includes the non-cash purchase accounting adjustments related to the EMC merger transaction and the going-private transaction.
|
(d)
|
Transaction-related expenses consist of acquisition, integration, and divestiture related costs, as well as the costs incurred in the Class V transaction.
|
(e)
|
Other corporate expenses includes impairment charges, severance, facility action, and other costs. See Note 8 of the Notes to the Consolidated Financial Statements included in this report for additional information on Virtustream impairment charges.
|
|
Fiscal Year Ended
|
|||||||||||||||||||||||||
|
January 31, 2020
|
|
|
|
February 1, 2019
|
|
|
|
February 2, 2018
|
|||||||||||||||||
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|||||||||||
|
(in millions, except percentages)
|
|||||||||||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Products
|
$
|
69,918
|
|
|
75.9
|
%
|
|
(1
|
)%
|
|
$
|
70,707
|
|
|
78.0
|
%
|
|
16
|
%
|
|
$
|
60,898
|
|
|
77.0
|
%
|
Services
|
22,236
|
|
|
24.1
|
%
|
|
12
|
%
|
|
19,914
|
|
|
22.0
|
%
|
|
10
|
%
|
|
18,142
|
|
|
23.0
|
%
|
|||
Total net revenue
|
$
|
92,154
|
|
|
100.0
|
%
|
|
2
|
%
|
|
$
|
90,621
|
|
|
100.0
|
%
|
|
15
|
%
|
|
$
|
79,040
|
|
|
100.0
|
%
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Products (a)
|
$
|
15,393
|
|
|
22.0
|
%
|
|
20
|
%
|
|
$
|
12,818
|
|
|
18.1
|
%
|
|
35
|
%
|
|
$
|
9,465
|
|
|
15.5
|
%
|
Services (b)
|
13,540
|
|
|
60.9
|
%
|
|
11
|
%
|
|
12,235
|
|
|
61.4
|
%
|
|
11
|
%
|
|
11,072
|
|
|
61.0
|
%
|
|||
Total gross margin
|
$
|
28,933
|
|
|
31.4
|
%
|
|
15
|
%
|
|
$
|
25,053
|
|
|
27.6
|
%
|
|
22
|
%
|
|
$
|
20,537
|
|
|
26.0
|
%
|
Operating expenses
|
$
|
26,311
|
|
|
28.6
|
%
|
|
4
|
%
|
|
$
|
25,244
|
|
|
27.8
|
%
|
|
10
|
%
|
|
$
|
22,953
|
|
|
29.1
|
%
|
Operating income (loss)
|
$
|
2,622
|
|
|
2.8
|
%
|
|
NM
|
|
|
$
|
(191
|
)
|
|
(0.2
|
)%
|
|
92
|
%
|
|
$
|
(2,416
|
)
|
|
(3.1
|
)%
|
Net income (loss)
|
$
|
5,529
|
|
|
6.0
|
%
|
|
354
|
%
|
|
$
|
(2,181
|
)
|
|
(2.4
|
)%
|
|
25
|
%
|
|
$
|
(2,926
|
)
|
|
(3.7
|
)%
|
Net income (loss) attributable to Dell Technologies Inc.
|
$
|
4,616
|
|
|
5.0
|
%
|
|
300
|
%
|
|
$
|
(2,310
|
)
|
|
(2.5
|
)%
|
|
19
|
%
|
|
$
|
(2,849
|
)
|
|
(3.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-GAAP Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-GAAP net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Product
|
$
|
69,937
|
|
|
75.6
|
%
|
|
(1
|
)%
|
|
$
|
70,768
|
|
|
77.5
|
%
|
|
16
|
%
|
|
$
|
61,068
|
|
|
76.0
|
%
|
Services
|
22,564
|
|
|
24.4
|
%
|
|
10
|
%
|
|
20,556
|
|
|
22.5
|
%
|
|
7
|
%
|
|
19,241
|
|
|
24.0
|
%
|
|||
Total non-GAAP net revenue
|
$
|
92,501
|
|
|
100.0
|
%
|
|
1
|
%
|
|
$
|
91,324
|
|
|
100.0
|
%
|
|
14
|
%
|
|
$
|
80,309
|
|
|
100.0
|
%
|
Non-GAAP gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Product (a)
|
$
|
17,523
|
|
|
25.1
|
%
|
|
9
|
%
|
|
$
|
16,021
|
|
|
22.6
|
%
|
|
19
|
%
|
|
$
|
13,408
|
|
|
22.0
|
%
|
Services (b)
|
14,040
|
|
|
62.2
|
%
|
|
8
|
%
|
|
13,001
|
|
|
63.2
|
%
|
|
6
|
%
|
|
12,260
|
|
|
63.7
|
%
|
|||
Total non-GAAP gross margin
|
$
|
31,563
|
|
|
34.1
|
%
|
|
9
|
%
|
|
$
|
29,022
|
|
|
31.8
|
%
|
|
13
|
%
|
|
$
|
25,668
|
|
|
32.0
|
%
|
Non-GAAP operating expenses
|
$
|
21,415
|
|
|
23.2
|
%
|
|
6
|
%
|
|
$
|
20,168
|
|
|
22.1
|
%
|
|
13
|
%
|
|
$
|
17,896
|
|
|
22.3
|
%
|
Non-GAAP operating income
|
$
|
10,148
|
|
|
11.0
|
%
|
|
15
|
%
|
|
$
|
8,854
|
|
|
9.7
|
%
|
|
14
|
%
|
|
$
|
7,772
|
|
|
9.7
|
%
|
Non-GAAP net income
|
$
|
6,089
|
|
|
6.6
|
%
|
|
16
|
%
|
|
$
|
5,227
|
|
|
5.7
|
%
|
|
20
|
%
|
|
$
|
4,355
|
|
|
5.4
|
%
|
EBITDA
|
$
|
8,765
|
|
|
9.5
|
%
|
|
16
|
%
|
|
$
|
7,555
|
|
|
8.3
|
%
|
|
22
|
%
|
|
$
|
6,218
|
|
|
7.7
|
%
|
Adjusted EBITDA
|
$
|
11,787
|
|
|
12.7
|
%
|
|
14
|
%
|
|
$
|
10,296
|
|
|
11.3
|
%
|
|
13
|
%
|
|
$
|
9,134
|
|
|
11.4
|
%
|
(a)
|
Product gross margin percentages represent product gross margin as a percentage of product net revenue, and non-GAAP product gross margin percentages represent non-GAAP 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 non-GAAP 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 2020, both product net revenue and non-GAAP product net revenue decreased 1%. These decreases were primarily driven by decreases in product net revenue for ISG servers and networking, which were partially offset by increases in product net revenue for CSG and VMware.
|
•
|
Services Net Revenue — Services net revenue includes revenue from our services offerings and support services related to hardware products and software licenses. During Fiscal 2020, services net revenue and non-GAAP services net revenue increased 12% and 10%, respectively. These increases were primarily attributable to an increase in services revenue for hardware support and deployment and software maintenance due to growth in CSG and VMware. A substantial portion of services net revenue is derived from offerings that have been deferred over a period of time, and, as a result, reported services net revenue growth rates will be different than product net revenue growth rates.
|
•
|
Product Net Revenue — During Fiscal 2019, both product net revenue and non-GAAP product net revenue increased 16%. These increases were attributable to an increase in product revenue across all three business units, driven by strength in sales across all product categories.
|
•
|
Services Net Revenue — During Fiscal 2019, services net revenue and non-GAAP services net revenue increased 10% and 7%, respectively. These increases were primarily due to an increase in services revenue for hardware support and deployment and software maintenance due to growth in the business.
|
•
|
Products — During Fiscal 2020, product gross margin increased 20% to $15.4 billion, and product gross margin percentage increased 390 basis points to 22.0%. During Fiscal 2020, non-GAAP product gross margin increased 9% to $17.5 billion, and non-GAAP product gross margin percentage increased 250 basis points to 25.1%. The increases in product gross margin and non-GAAP product gross margin were driven primarily by the strength in sales of CSG commercial products and VMware software licenses and the deflationary component cost environment for ISG and CSG. Product gross margin also benefited from a decrease in amortization of intangibles and transaction-related costs. Product gross margin percentage and non-GAAP product gross margin percentage increased primarily due to the higher product gross margin percentages for both ISG and CSG, which benefited from the deflationary component cost environment.
|
•
|
Services — During Fiscal 2020, services gross margin increased 11% to $13.5 billion, and services gross margin percentage decreased slightly by 50 basis points to 60.9%. Services gross margin increased due to growth in services gross margin in VMware software maintenance. Services gross margin also benefited from a decrease in purchase accounting adjustments, which totaled $0.3 billion and $0.6 billion during Fiscal 2020 and Fiscal 2019, respectively. Excluding these costs, transaction-related expenses, stock-based compensation expense, and other corporate expenses, non-GAAP services gross margin increased 8% to $14.0 billion, and non-GAAP services gross margin percentage decreased 100 basis points to 62.2%. The decrease in services gross margin percentage and non-GAAP services gross margin percentage was primarily attributable to a decline in services gross margin percentage for CSG.
|
•
|
Products — During Fiscal 2019, product gross margin increased 35% to $12.8 billion, and product gross margin percentage increased 260 basis points to 18.1%. The increases in both product gross margin and product gross margin percentage were primarily attributable to a decrease in amortization of intangibles and purchase accounting adjustments. During Fiscal 2019, non-GAAP product gross margin increased 19% to $16.0 billion, and non-GAAP product gross margin percentage increased 60 basis points to 22.6%. The increases in product gross margin and non-GAAP product gross margin were driven primarily by increases in product revenue in all three business units due to strength in sales of ISG servers and storage, CSG commercial products, and VMware software licenses. Product gross margin percentage and non-GAAP product gross margin percentage increased primarily as a result of higher product gross margin percentages for ISG and VMware.
|
•
|
Services — During Fiscal 2019, services gross margin increased 11% to $12.2 billion, and services gross margin percentage increased 40 basis points to 61.4%. Services gross margin increased due to growth in services gross margin in CSG and VMware, particularly in hardware support and deployment and software maintenance. During Fiscal 2019 and Fiscal 2018, services gross margin also benefited from a decrease in purchase accounting adjustments, which totaled $0.6 billion and $1.1 billion, respectively. Excluding these costs, transaction-related expenses, stock-based compensation expense, and other corporate expenses, non-GAAP services gross margin increased 6% to $13.0 billion, and non-GAAP services gross margin percentage decreased 50 basis points to 63.2%. Services gross margin percentage decreased primarily due to lower services gross margin percentages in CSG and ISG.
|
|
Fiscal Year Ended
|
|||||||||||||||||||||||||
|
January 31, 2020
|
|
|
|
February 1, 2019
|
|
|
|
February 2, 2018
|
|||||||||||||||||
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|
%
Change |
|
Dollars
|
|
% of
Net Revenue |
|||||||||||
|
(in millions, except percentages)
|
|||||||||||||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selling, general, and administrative
|
$
|
21,319
|
|
|
23.2
|
%
|
|
3
|
%
|
|
$
|
20,640
|
|
|
22.7
|
%
|
|
11
|
%
|
|
$
|
18,569
|
|
|
23.6
|
%
|
Research and development
|
4,992
|
|
|
5.4
|
%
|
|
8
|
%
|
|
4,604
|
|
|
5.1
|
%
|
|
5
|
%
|
|
4,384
|
|
|
5.5
|
%
|
|||
Total operating expenses
|
$
|
26,311
|
|
|
28.6
|
%
|
|
4
|
%
|
|
$
|
25,244
|
|
|
27.8
|
%
|
|
10
|
%
|
|
$
|
22,953
|
|
|
29.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-GAAP operating expenses
|
$
|
21,415
|
|
|
23.2
|
%
|
|
6
|
%
|
|
$
|
20,168
|
|
|
22.1
|
%
|
|
13
|
%
|
|
$
|
17,896
|
|
|
22.3
|
%
|
•
|
Selling, General, and Administrative — Selling, general, and administrative (“SG&A”) expenses increased 3% during Fiscal 2020. The increases in SG&A expenses were driven by investments in our go-to-market capabilities, including sales headcount, and higher performance-based compensation and commission costs. SG&A expenses also include Virtustream
|
•
|
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 2020 and Fiscal 2019 were approximately 5.4% and 5.1%, respectively. 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 — Selling, general, and administrative expenses increased 11% during Fiscal 2019. The increases in SG&A expenses were primarily driven by investments in our go-to-market capabilities, including sales headcount, and higher performance-based compensation and commission costs, as well as a goodwill impairment charge of $190 million.
|
•
|
Research and Development — Research and development expenses are primarily composed of personnel-related expenses related to product development. R&D expenses as a percentage of net revenue for Fiscal 2019 and Fiscal 2018 were approximately 5.1% and 5.5%, respectively. The decreases in R&D expenses as a percentage of net revenue were attributable to revenue growth that outpaced the scale of R&D investments. 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.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Interest and other, net:
|
|
|
|
|
|
|
|
||||
Investment income, primarily interest
|
$
|
160
|
|
|
$
|
313
|
|
|
$
|
207
|
|
Gain (loss) on strategic investments, net
|
194
|
|
|
342
|
|
|
72
|
|
|||
Interest expense
|
(2,675
|
)
|
|
(2,488
|
)
|
|
(2,406
|
)
|
|||
Foreign exchange
|
(162
|
)
|
|
(206
|
)
|
|
(113
|
)
|
|||
Other
|
(143
|
)
|
|
(131
|
)
|
|
(113
|
)
|
|||
Total interest and other, net
|
$
|
(2,626
|
)
|
|
$
|
(2,170
|
)
|
|
$
|
(2,353
|
)
|
|
Fiscal Year Ended
|
||||||||||||||||
|
January 31, 2020
|
|
% Change
|
|
February 1, 2019
|
|
% Change
|
|
February 2, 2018
|
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Servers and networking
|
$
|
17,127
|
|
|
(14
|
)%
|
|
$
|
19,953
|
|
|
28
|
%
|
|
$
|
15,533
|
|
Storage
|
16,842
|
|
|
—
|
%
|
|
16,767
|
|
|
9
|
%
|
|
15,384
|
|
|||
Total ISG net revenue
|
$
|
33,969
|
|
|
(7
|
)%
|
|
$
|
36,720
|
|
|
19
|
%
|
|
$
|
30,917
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
||||||||
ISG operating income
|
$
|
4,001
|
|
|
(4
|
)%
|
|
$
|
4,151
|
|
|
35
|
%
|
|
$
|
3,068
|
|
% of segment net revenue
|
11.8
|
%
|
|
|
|
11.3
|
%
|
|
|
|
9.9
|
%
|
|
Fiscal Year Ended
|
||||||||||||||||
|
January 31, 2020
|
|
% Change
|
|
February 1, 2019
|
|
% Change
|
|
February 2, 2018
|
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
34,277
|
|
|
11
|
%
|
|
$
|
30,893
|
|
|
12
|
%
|
|
$
|
27,507
|
|
Consumer
|
11,561
|
|
|
(6
|
)%
|
|
12,303
|
|
|
5
|
%
|
|
11,711
|
|
|||
Total CSG net revenue
|
$
|
45,838
|
|
|
6
|
%
|
|
$
|
43,196
|
|
|
10
|
%
|
|
$
|
39,218
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
||||||||
CSG operating income
|
$
|
3,138
|
|
|
60
|
%
|
|
$
|
1,960
|
|
|
(4
|
)%
|
|
$
|
2,044
|
|
% of segment net revenue
|
6.8
|
%
|
|
|
|
4.5
|
%
|
|
|
|
5.2
|
%
|
|
Fiscal Year Ended
|
||||||||||||||||
|
January 31, 2020
|
|
% Change
|
|
February 1, 2019
|
|
% Change
|
|
February 2, 2018
|
||||||||
|
(in millions, except percentages)
|
||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
VMware net revenue
|
$
|
10,905
|
|
|
12
|
%
|
|
$
|
9,741
|
|
|
15
|
%
|
|
$
|
8,485
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
||||||||
VMware operating income
|
$
|
3,081
|
|
|
5
|
%
|
|
$
|
2,926
|
|
|
10
|
%
|
|
$
|
2,671
|
|
% of segment net revenue
|
28.3
|
%
|
|
|
|
30.0
|
%
|
|
|
|
31.5
|
%
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents, and available borrowings:
|
|
|
|
||||
Cash and cash equivalents (a)
|
$
|
9,302
|
|
|
$
|
9,676
|
|
Remaining available borrowings under revolving credit facilities
|
5,972
|
|
|
5,586
|
|
||
Total cash, cash equivalents, and available borrowings
|
$
|
15,274
|
|
|
$
|
15,262
|
|
(a)
|
Of the $9.3 billion of cash and cash equivalents as of January 31, 2020, $2.9 billion was held by VMware, Inc.
|
|
January 31, 2020
|
|
Increase (Decrease)
|
|
February 1, 2019
|
||||||
|
(in millions)
|
||||||||||
Core debt
|
|
|
|
|
|
||||||
Senior Secured Credit Facilities and First Lien Notes
|
$
|
29,664
|
|
|
$
|
(3,056
|
)
|
|
$
|
32,720
|
|
Unsecured Notes and Debentures
|
1,352
|
|
|
(600
|
)
|
|
1,952
|
|
|||
Senior Notes
|
2,700
|
|
|
(550
|
)
|
|
3,250
|
|
|||
EMC Notes
|
1,600
|
|
|
(1,400
|
)
|
|
3,000
|
|
|||
DFS allocated debt
|
(1,495
|
)
|
|
120
|
|
|
(1,615
|
)
|
|||
Total core debt
|
33,821
|
|
|
(5,486
|
)
|
|
39,307
|
|
|||
DFS related debt
|
|
|
|
|
|
||||||
DFS debt
|
7,765
|
|
|
1,836
|
|
|
5,929
|
|
|||
DFS allocated debt
|
1,495
|
|
|
(120
|
)
|
|
1,615
|
|
|||
Total DFS related debt
|
9,260
|
|
|
1,716
|
|
|
7,544
|
|
|||
Margin Loan Facility and other
|
4,024
|
|
|
636
|
|
|
3,388
|
|
|||
Debt of public subsidiary
|
|
|
|
|
|
||||||
VMware Notes
|
4,000
|
|
|
—
|
|
|
4,000
|
|
|||
VMware Term Loan Facility
|
1,500
|
|
|
1,500
|
|
|
—
|
|
|||
Other
|
60
|
|
|
60
|
|
|
—
|
|
|||
Total public subsidiary debt
|
5,560
|
|
|
1,560
|
|
|
4,000
|
|
|||
Total debt, principal amount
|
52,665
|
|
|
(1,574
|
)
|
|
54,239
|
|
|||
Carrying value adjustments
|
(609
|
)
|
|
109
|
|
|
(718
|
)
|
|||
Total debt, carrying value
|
$
|
52,056
|
|
|
$
|
(1,465
|
)
|
|
$
|
53,521
|
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Net change in cash from:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
9,291
|
|
|
$
|
6,991
|
|
|
$
|
6,843
|
|
Investing activities
|
(4,686
|
)
|
|
3,389
|
|
|
(2,875
|
)
|
|||
Financing activities
|
(4,604
|
)
|
|
(14,329
|
)
|
|
403
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(90
|
)
|
|
(189
|
)
|
|
175
|
|
|||
Change in cash, cash equivalents, and restricted cash
|
$
|
(89
|
)
|
|
$
|
(4,138
|
)
|
|
$
|
4,546
|
|
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||
|
Total
|
|
2021
|
|
2022-2023
|
|
2024-2025
|
|
Thereafter
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Contractual cash obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Core debt
|
$
|
35,316
|
|
|
$
|
829
|
|
|
$
|
6,433
|
|
|
$
|
11,102
|
|
|
$
|
16,952
|
|
DFS related debt
|
7,765
|
|
|
4,154
|
|
|
3,516
|
|
|
95
|
|
|
—
|
|
|||||
Margin Loan Facility and other
|
4,024
|
|
|
12
|
|
|
4,005
|
|
|
—
|
|
|
7
|
|
|||||
Debt of public subsidiary
|
5,560
|
|
|
2,753
|
|
|
1,513
|
|
|
15
|
|
|
1,279
|
|
|||||
Total principal payments on long-term debt
|
52,665
|
|
|
7,747
|
|
|
15,467
|
|
|
11,212
|
|
|
18,239
|
|
|||||
Interest
|
13,821
|
|
|
1,997
|
|
|
3,234
|
|
|
2,143
|
|
|
6,447
|
|
|||||
Purchase obligations
|
4,352
|
|
|
3,900
|
|
|
385
|
|
|
64
|
|
|
3
|
|
|||||
Operating leases
|
2,139
|
|
|
458
|
|
|
672
|
|
|
332
|
|
|
677
|
|
|||||
Tax obligations
|
183
|
|
|
19
|
|
|
55
|
|
|
109
|
|
|
—
|
|
|||||
Contractual cash obligations
|
$
|
73,160
|
|
|
$
|
14,121
|
|
|
$
|
19,813
|
|
|
$
|
13,860
|
|
|
$
|
25,366
|
|
(1)
|
Identify the contract with a customer. The term “contract” refers to the enforceable rights and obligations provided in an agreement between us and the customer in exchange for payment. We evaluate facts and circumstances regarding sales transactions in order to identify contracts with our customers. An agreement must meet all of the following criteria to qualify as a contract eligible for revenue recognition under the model: (i) the contract must be approved by all parties who are committed to perform their respective obligations; (ii) each party’s rights regarding the goods and services to be transferred to the customer can be identified; (iii) the payment terms for the goods and services can be identified; (iv) the customer has the ability and intent to pay and it is probable that we will collect substantially all of the consideration to which it will be entitled; and (v) the contract must have commercial substance. Judgment is used in determining the customer’s ability and intent to pay, which is based upon various factors including the customer’s historical payment experience or customer credit and financial information.
|
(2)
|
Identify the performance obligations in the contract. Our contracts with customers often include the promise to transfer multiple goods and services to a customer. Distinct promises within a contract are referred to as “performance obligations” and are accounted for as separate units of account. We assess whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such goods or services are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct); and (ii) our promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). Our performance obligations include various distinct goods and services such as hardware, software licenses, warranties, and other service offerings and solutions. Promised goods and services are explicitly identified in our contracts and may be sold on a standalone basis or bundled as part of a combined solution. In certain hardware solutions, the hardware is highly interdependent on, and interrelated with the embedded software. In these offerings, the hardware and software licenses are accounted for as a single performance obligation.
|
(3)
|
Determine the transaction price. The transaction price reflects the amount of consideration to which we expect to be entitled in exchange for transferring goods or services to the customer. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. Generally, volume discounts, rebates, and sales returns reduce the transaction price. When we determine the transaction price, we only include amounts that are not subject to significant future reversal.
|
(4)
|
Allocate the transaction price to performance obligations in the contract. When a contract includes multiple performance obligations, the transaction price is allocated to each performance obligation in an amount that depicts the consideration to which we expect to be entitled in exchange for transferring the promised goods or services. For contracts with multiple performance obligations, the transaction price is allocated in proportion to the standalone selling price (“SSP”) of each performance obligation.
|
(5)
|
Recognize revenue when (or as) the performance obligation is satisfied. Revenue is recognized when obligations under the terms of the contract with our customer are satisfied. Revenue is recognized either over time or at a point in time, depending on when the underlying products or services are transferred to the customer. Revenue is recognized at a point in time for products upon transfer of control. Revenue is recognized over time for support and deployment services, software support, software-as-a-service (“SaaS”), and infrastructure-as-a-service (“IaaS”). Revenue is recognized either over time or at a point in time for professional services and training depending on the nature of the offering to the customer.
|
•
|
We do not account for significant financing components if the period between revenue recognition and when the customer pays for the product or service will be one year or less.
|
•
|
We recognize revenue equal to the amount we have a right to invoice when the amount corresponds directly with the value to the customer of our performance to date.
|
•
|
We do not account for shipping and handling activities as a separate performance obligation, but rather as an activity performed to transfer the promised good.
|
|
Page
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
9,302
|
|
|
$
|
9,676
|
|
Accounts receivable, net
|
12,484
|
|
|
12,371
|
|
||
Short-term financing receivables, net
|
4,895
|
|
|
4,398
|
|
||
Inventories, net
|
3,281
|
|
|
3,649
|
|
||
Other current assets
|
6,906
|
|
|
6,044
|
|
||
Total current assets
|
36,868
|
|
|
36,138
|
|
||
Property, plant, and equipment, net
|
6,055
|
|
|
5,259
|
|
||
Long-term investments
|
864
|
|
|
1,005
|
|
||
Long-term financing receivables, net
|
4,848
|
|
|
4,224
|
|
||
Goodwill
|
41,691
|
|
|
40,089
|
|
||
Intangible assets, net
|
18,107
|
|
|
22,270
|
|
||
Other non-current assets
|
10,428
|
|
|
2,835
|
|
||
Total assets
|
$
|
118,861
|
|
|
$
|
111,820
|
|
LIABILITIES, REDEEMABLE SHARES, AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt
|
$
|
7,737
|
|
|
$
|
4,320
|
|
Accounts payable
|
20,065
|
|
|
19,213
|
|
||
Accrued and other
|
9,773
|
|
|
8,495
|
|
||
Short-term deferred revenue
|
14,881
|
|
|
12,944
|
|
||
Total current liabilities
|
52,456
|
|
|
44,972
|
|
||
Long-term debt
|
44,319
|
|
|
49,201
|
|
||
Long-term deferred revenue
|
12,919
|
|
|
11,066
|
|
||
Other non-current liabilities
|
5,383
|
|
|
6,327
|
|
||
Total liabilities
|
115,077
|
|
|
111,566
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Redeemable shares (Note 17)
|
629
|
|
|
1,196
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
||||
Common stock and capital in excess of $0.01 par value (Note 14)
|
16,091
|
|
|
16,114
|
|
||
Treasury stock at cost
|
(65
|
)
|
|
(63
|
)
|
||
Accumulated deficit
|
(16,891
|
)
|
|
(21,349
|
)
|
||
Accumulated other comprehensive loss
|
(709
|
)
|
|
(467
|
)
|
||
Total Dell Technologies Inc. stockholders’ deficit
|
(1,574
|
)
|
|
(5,765
|
)
|
||
Non-controlling interests
|
4,729
|
|
|
4,823
|
|
||
Total stockholders’ equity (deficit)
|
3,155
|
|
|
(942
|
)
|
||
Total liabilities, redeemable shares, and stockholders’ equity (deficit)
|
$
|
118,861
|
|
|
$
|
111,820
|
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
Net revenue:
|
|
|
|
|
|
|
|||||
Products
|
$
|
69,918
|
|
|
$
|
70,707
|
|
|
$
|
60,898
|
|
Services
|
22,236
|
|
|
19,914
|
|
|
18,142
|
|
|||
Total net revenue
|
92,154
|
|
|
90,621
|
|
|
79,040
|
|
|||
Cost of net revenue:
|
|
|
|
|
|
||||||
Products
|
54,525
|
|
|
57,889
|
|
|
51,433
|
|
|||
Services
|
8,696
|
|
|
7,679
|
|
|
7,070
|
|
|||
Total cost of net revenue
|
63,221
|
|
|
65,568
|
|
|
58,503
|
|
|||
Gross margin
|
28,933
|
|
|
25,053
|
|
|
20,537
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
21,319
|
|
|
20,640
|
|
|
18,569
|
|
|||
Research and development
|
4,992
|
|
|
4,604
|
|
|
4,384
|
|
|||
Total operating expenses
|
26,311
|
|
|
25,244
|
|
|
22,953
|
|
|||
Operating income (loss)
|
2,622
|
|
|
(191
|
)
|
|
(2,416
|
)
|
|||
Interest and other, net
|
(2,626
|
)
|
|
(2,170
|
)
|
|
(2,353
|
)
|
|||
Loss before income taxes
|
(4
|
)
|
|
(2,361
|
)
|
|
(4,769
|
)
|
|||
Income tax benefit
|
(5,533
|
)
|
|
(180
|
)
|
|
(1,843
|
)
|
|||
Net income (loss)
|
5,529
|
|
|
(2,181
|
)
|
|
(2,926
|
)
|
|||
Less: Net income (loss) attributable to non-controlling interests
|
913
|
|
|
129
|
|
|
(77
|
)
|
|||
Net income (loss) attributable to Dell Technologies Inc.
|
$
|
4,616
|
|
|
$
|
(2,310
|
)
|
|
$
|
(2,849
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to Dell Technologies Inc. — basic:
|
|
|
|||||||||
Dell Technologies Common Stock
|
$
|
6.38
|
|
|
|
|
|
||||
Class V Common Stock
|
|
|
$
|
6.01
|
|
|
$
|
1.63
|
|
||
DHI Group
|
|
|
$
|
(6.02
|
)
|
|
$
|
(5.61
|
)
|
||
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to Dell Technologies Inc. — diluted:
|
|
|
|||||||||
Dell Technologies Common Stock
|
$
|
6.03
|
|
|
|
|
|
||||
Class V Common Stock
|
|
|
$
|
5.91
|
|
|
$
|
1.61
|
|
||
DHI Group
|
|
|
$
|
(6.04
|
)
|
|
$
|
(5.62
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
Net income (loss)
|
$
|
5,529
|
|
|
$
|
(2,181
|
)
|
|
$
|
(2,926
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(226
|
)
|
|
(631
|
)
|
|
791
|
|
|||
Available-for-sale investments:
|
|
|
|
|
|
||||||
Change in unrealized gains
|
—
|
|
|
2
|
|
|
31
|
|
|||
Reclassification adjustment for net losses realized in net income (loss)
|
—
|
|
|
43
|
|
|
2
|
|
|||
Net change in market value of investments
|
—
|
|
|
45
|
|
|
33
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Change in unrealized gains (losses)
|
269
|
|
|
299
|
|
|
(248
|
)
|
|||
Reclassification adjustment for net (gains) losses included in net income (loss)
|
(226
|
)
|
|
(225
|
)
|
|
134
|
|
|||
Net change in cash flow hedges
|
43
|
|
|
74
|
|
|
(114
|
)
|
|||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Recognition of actuarial net gains (losses) from pension and other postretirement plans
|
(60
|
)
|
|
(21
|
)
|
|
13
|
|
|||
Reclassification adjustments for net losses from pension and other
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net change in actuarial net gains (losses) from pension and other postretirement plans
|
(59
|
)
|
|
(21
|
)
|
|
13
|
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive income (loss), net of tax expense (benefit) of $(14), $14, and $12, respectively
|
(242
|
)
|
|
(533
|
)
|
|
723
|
|
|||
Comprehensive income (loss), net of tax
|
5,287
|
|
|
(2,714
|
)
|
|
(2,203
|
)
|
|||
Less: Net income (loss) attributable to non-controlling interests
|
913
|
|
|
129
|
|
|
(77
|
)
|
|||
Less: Other comprehensive income (loss) attributable to non-controlling interests
|
—
|
|
|
6
|
|
|
(2
|
)
|
|||
Comprehensive income (loss) attributable to Dell Technologies Inc.
|
$
|
4,374
|
|
|
$
|
(2,849
|
)
|
|
$
|
(2,124
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
5,529
|
|
|
$
|
(2,181
|
)
|
|
$
|
(2,926
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
6,143
|
|
|
7,746
|
|
|
8,634
|
|
|||
Stock-based compensation expense
|
1,262
|
|
|
918
|
|
|
835
|
|
|||
Deferred income taxes
|
(6,339
|
)
|
|
(1,331
|
)
|
|
(2,605
|
)
|
|||
Provision for doubtful accounts — including financing receivables
|
178
|
|
|
172
|
|
|
164
|
|
|||
Impairments
|
619
|
|
|
190
|
|
|
—
|
|
|||
Other
|
141
|
|
|
394
|
|
|
590
|
|
|||
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(286
|
)
|
|
(1,104
|
)
|
|
(1,590
|
)
|
|||
Financing receivables
|
(1,329
|
)
|
|
(1,302
|
)
|
|
(1,653
|
)
|
|||
Inventories
|
311
|
|
|
(1,445
|
)
|
|
(325
|
)
|
|||
Other assets
|
(1,435
|
)
|
|
(534
|
)
|
|
(1,395
|
)
|
|||
Accounts payable
|
894
|
|
|
952
|
|
|
3,779
|
|
|||
Deferred revenue
|
3,727
|
|
|
3,418
|
|
|
2,748
|
|
|||
Accrued and other liabilities
|
(124
|
)
|
|
1,098
|
|
|
587
|
|
|||
Change in cash from operating activities
|
9,291
|
|
|
6,991
|
|
|
6,843
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments:
|
|
|
|
|
|
||||||
Purchases
|
(181
|
)
|
|
(925
|
)
|
|
(4,389
|
)
|
|||
Maturities and sales
|
497
|
|
|
6,612
|
|
|
3,878
|
|
|||
Capital expenditures
|
(2,241
|
)
|
|
(1,158
|
)
|
|
(1,212
|
)
|
|||
Capitalized software development costs
|
(335
|
)
|
|
(339
|
)
|
|
(369
|
)
|
|||
Acquisition of businesses, net
|
(2,455
|
)
|
|
(912
|
)
|
|
(658
|
)
|
|||
Divestitures of businesses, net
|
—
|
|
|
142
|
|
|
—
|
|
|||
Asset acquisitions, net
|
(8
|
)
|
|
(59
|
)
|
|
(96
|
)
|
|||
Asset dispositions, net
|
(3
|
)
|
|
(12
|
)
|
|
(59
|
)
|
|||
Other
|
40
|
|
|
40
|
|
|
30
|
|
|||
Change in cash from investing activities
|
(4,686
|
)
|
|
3,389
|
|
|
(2,875
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Share repurchases for tax withholdings of equity awards
|
(547
|
)
|
|
(387
|
)
|
|
(385
|
)
|
|||
Dividends paid to VMware, Inc.’s public stockholders
|
—
|
|
|
(2,134
|
)
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
658
|
|
|
805
|
|
|
132
|
|
|||
Repurchases of Class V Common Stock
|
—
|
|
|
(14,000
|
)
|
|
(723
|
)
|
|||
Repurchases of common stock of subsidiaries
|
(3,006
|
)
|
|
(56
|
)
|
|
(724
|
)
|
|||
Proceeds from debt
|
20,481
|
|
|
13,045
|
|
|
14,415
|
|
|||
Repayments of debt
|
(22,117
|
)
|
|
(11,451
|
)
|
|
(12,258
|
)
|
|||
Other
|
(73
|
)
|
|
(151
|
)
|
|
(54
|
)
|
|||
Change in cash from financing activities
|
(4,604
|
)
|
|
(14,329
|
)
|
|
403
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(90
|
)
|
|
(189
|
)
|
|
175
|
|
|||
Change in cash, cash equivalents, and restricted cash
|
(89
|
)
|
|
(4,138
|
)
|
|
4,546
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of the period
|
10,240
|
|
|
14,378
|
|
|
9,832
|
|
|||
Cash, cash equivalents, and restricted cash at end of the period
|
$
|
10,151
|
|
|
$
|
10,240
|
|
|
$
|
14,378
|
|
Income tax paid
|
$
|
1,414
|
|
|
$
|
747
|
|
|
$
|
924
|
|
Interest paid
|
$
|
2,500
|
|
|
$
|
2,347
|
|
|
$
|
2,192
|
|
|
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 (Deficit) |
|
Non-Controlling Interests
|
|
Total Stockholders’ Equity (Deficit)
|
||||||||||||||||||||||
Balances as of February 3, 2017
|
569
|
|
|
$
|
10,158
|
|
|
223
|
|
|
$
|
10,041
|
|
|
—
|
|
|
$
|
(10
|
)
|
|
14
|
|
|
$
|
(742
|
)
|
|
$
|
(4,095
|
)
|
|
$
|
(595
|
)
|
|
$
|
14,757
|
|
|
5,821
|
|
|
20,578
|
|
||
Adjustment for adoption of accounting standard (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,849
|
)
|
|
—
|
|
|
(2,849
|
)
|
|
(77
|
)
|
|
(2,926
|
)
|
|||||||||
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 expense
|
—
|
|
|
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
|
)
|
|
$
|
(6,860
|
)
|
|
$
|
130
|
|
|
$
|
11,719
|
|
|
$
|
5,766
|
|
|
$
|
17,485
|
|
|
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 (Deficit) |
|
Non-Controlling Interests
|
|
Total Stockholders’ Equity (Deficit)
|
||||||||||||||||||||||
Balances as of February 2, 2018
|
571
|
|
|
$
|
9,848
|
|
|
223
|
|
|
$
|
10,041
|
|
|
1
|
|
|
$
|
(16
|
)
|
|
24
|
|
|
$
|
(1,424
|
)
|
|
$
|
(6,860
|
)
|
|
$
|
130
|
|
|
$
|
11,719
|
|
|
$
|
5,766
|
|
|
$
|
17,485
|
|
Adjustment for adoption of accounting standards (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(58
|
)
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,310
|
)
|
|
—
|
|
|
(2,310
|
)
|
|
129
|
|
|
(2,181
|
)
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(631
|
)
|
|
(631
|
)
|
|
—
|
|
|
(631
|
)
|
|||||||||
Investments, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|
6
|
|
|
45
|
|
|||||||||
Cash flow hedges, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|||||||||
Pension and other post-retirement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||||||||
Issuance of common stock
|
150
|
|
|
6,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,872
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
819
|
|
|
918
|
|
|||||||||
Treasury stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
|||||||||
Revaluation of redeemable shares
|
—
|
|
|
(812
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(812
|
)
|
|
—
|
|
|
(812
|
)
|
|||||||||
Repurchase of Class V Common Stock
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
(10,041
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
1,424
|
|
|
(5,365
|
)
|
|
—
|
|
|
(13,982
|
)
|
|
—
|
|
|
(13,982
|
)
|
|||||||||
Impact from equity transactions of non-controlling interests
|
—
|
|
|
134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
(1,892
|
)
|
|
(1,758
|
)
|
|||||||||
Balances as of February 1, 2019
|
721
|
|
|
$
|
16,114
|
|
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
(63
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(21,349
|
)
|
|
$
|
(467
|
)
|
|
$
|
(5,765
|
)
|
|
$
|
4,823
|
|
|
$
|
(942
|
)
|
|
Common Stock and Capital in Excess of Par Value
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Dell Technologies Common Stock (a)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Issued Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Dell Technologies
Stockholders’ Equity (Deficit) |
|
Non-Controlling Interests
|
|
Total Stockholders’ Equity (Deficit)
|
||||||||||||||||
Balances as of February 1, 2019
|
721
|
|
|
$
|
16,114
|
|
|
2
|
|
|
$
|
(63
|
)
|
|
$
|
(21,349
|
)
|
|
$
|
(467
|
)
|
|
$
|
(5,765
|
)
|
|
$
|
4,823
|
|
|
$
|
(942
|
)
|
Adjustment for adoption of accounting standards (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,616
|
|
|
—
|
|
|
4,616
|
|
|
913
|
|
|
5,529
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
(226
|
)
|
|
—
|
|
|
(226
|
)
|
|||||||
Cash flow hedges, net change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|||||||
Pension and other post-retirement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|||||||
Issuance of common stock
|
24
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
345
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
1,037
|
|
|
1,262
|
|
|||||||
Treasury stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Revaluation of redeemable shares
|
—
|
|
|
567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|
—
|
|
|
567
|
|
|||||||
Impact from equity transactions of non-controlling interests
|
—
|
|
|
(1,160
|
)
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(1,321
|
)
|
|
(2,044
|
)
|
|
(3,365
|
)
|
|||||||
Balances as of January 31, 2020
|
745
|
|
|
$
|
16,091
|
|
|
2
|
|
|
$
|
(65
|
)
|
|
$
|
(16,891
|
)
|
|
$
|
(709
|
)
|
|
$
|
(1,574
|
)
|
|
$
|
4,729
|
|
|
$
|
3,155
|
|
(1)
|
Identify the contract with a customer. The term “contract” refers to the enforceable rights and obligations provided in an agreement between the Company and the customer in exchange for payment. The Company evaluates facts and circumstances regarding sales transactions in order to identify contracts with its customers. An agreement must meet all of the following criteria to qualify as a contract eligible for revenue recognition under the model: (i) the contract must be approved by all parties who are committed to perform their respective obligations; (ii) each party’s rights regarding the goods and services to be transferred to the customer can be identified; (iii) the payment terms for the goods and services can be identified; (iv) the customer has the ability and intent to pay and it is probable that the Company will collect substantially all of the consideration to which it will be entitled; and (v) the contract must have commercial substance. Judgment is used in determining the customer’s ability and intent to pay, which is based upon various factors, including the customer’s historical payment experience or customer credit and financial information.
|
(2)
|
Identify the performance obligations in the contract. The Company’s contracts with customer often include the promise to transfer multiple goods and services to a customer. Distinct promises within a contract are referred to as “performance obligations” and are accounted for as separate units of account. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such goods or services are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the
|
(3)
|
Determine the transaction price. The transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to the customer. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. Generally, volume discounts, rebates, and sales returns reduce the transaction price. In determining the transaction price, the Company only includes amounts that are not subject to significant future reversal.
|
(4)
|
Allocate the transaction price to performance obligations in the contract. When a contract includes multiple performance obligations, the transaction price is allocated to each performance obligation in an amount that depicts the consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services. For contracts with multiple performance obligations, the transaction price is allocated in proportion to the standalone selling price (“SSP”) of each performance obligation.
|
(5)
|
Recognize revenue when (or as) the performance obligation is satisfied. Revenue is recognized when obligations under the terms of the contract with the Company’s customer are satisfied. Revenue is recognized either over time or at a point in time, depending on when the underlying products or services are transferred to the customer. Revenue is recognized at a point in time for products upon transfer of control. Revenue is recognized over time for support and deployment services, software support, software-as-a-service (“SaaS”), and infrastructure-as-a-service (“IaaS”). Revenue is recognized either over time or at a point in time for professional services and training depending on the nature of the offering to the customer.
|
•
|
The Company does not account for significant financing components if the period between revenue recognition and when the customer pays for the product or service will be one year or less.
|
•
|
The Company recognizes revenue equal to the amount it has a right to invoice when the amount corresponds directly with the value to the customer of the Company’s performance to date.
|
•
|
The Company does not account for shipping and handling activities as a separate performance obligation, but rather as an activity performed to transfer the promised good.
|
|
January 31, 2020
|
|
February 1, 2019
|
||||||||||||||||||||||||||||
|
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
|
$
|
4,621
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,621
|
|
|
$
|
5,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,221
|
|
Equity and other securities
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
314
|
|
|
20
|
|
|
—
|
|
|
334
|
|
||||||||
Derivative instruments
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
||||||||
Total assets
|
$
|
4,633
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
4,714
|
|
|
$
|
5,535
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
5,652
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(in billions)
|
||||||||||||||
Senior Secured Credit Facilities
|
$
|
8.8
|
|
|
$
|
9.0
|
|
|
$
|
12.5
|
|
|
$
|
12.6
|
|
First Lien Notes
|
$
|
20.5
|
|
|
$
|
23.9
|
|
|
$
|
19.8
|
|
|
$
|
21.0
|
|
Unsecured Notes and Debentures
|
$
|
1.2
|
|
|
$
|
1.5
|
|
|
$
|
1.8
|
|
|
$
|
1.9
|
|
Senior Notes
|
$
|
2.6
|
|
|
$
|
2.8
|
|
|
$
|
3.1
|
|
|
$
|
3.4
|
|
EMC Notes
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
3.0
|
|
|
$
|
2.9
|
|
VMware Notes and VMware Term Loan Facility
|
$
|
5.5
|
|
|
$
|
5.6
|
|
|
$
|
4.0
|
|
|
$
|
3.9
|
|
Margin Loan Facility
|
$
|
4.0
|
|
|
$
|
3.9
|
|
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||||||||||||||||||||||||||
|
Cost
|
|
Unrealized Gain
|
|
Unrealized (Loss)
|
|
Carrying Value
|
|
Cost
|
|
Unrealized Gain
|
|
Unrealized (Loss)
|
|
Carrying Value
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Equity and other securities
|
$
|
783
|
|
|
$
|
116
|
|
|
$
|
(35
|
)
|
|
$
|
864
|
|
|
$
|
638
|
|
|
$
|
539
|
|
|
$
|
(172
|
)
|
|
$
|
1,005
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||||||||||||||||||
|
Revolving
|
|
Fixed-term
|
|
Total
|
|
Revolving
|
|
Fixed-term
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Financing receivables, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer receivables, gross (a)
|
$
|
824
|
|
|
$
|
8,486
|
|
|
$
|
9,310
|
|
|
$
|
835
|
|
|
$
|
7,249
|
|
|
$
|
8,084
|
|
Allowances for losses
|
(70
|
)
|
|
(79
|
)
|
|
(149
|
)
|
|
(75
|
)
|
|
(61
|
)
|
|
(136
|
)
|
||||||
Customer receivables, net
|
754
|
|
|
8,407
|
|
|
9,161
|
|
|
760
|
|
|
7,188
|
|
|
7,948
|
|
||||||
Residual interest
|
—
|
|
|
582
|
|
|
582
|
|
|
—
|
|
|
674
|
|
|
674
|
|
||||||
Financing receivables, net
|
$
|
754
|
|
|
$
|
8,989
|
|
|
$
|
9,743
|
|
|
$
|
760
|
|
|
$
|
7,862
|
|
|
$
|
8,622
|
|
Short-term
|
$
|
754
|
|
|
$
|
4,141
|
|
|
$
|
4,895
|
|
|
$
|
760
|
|
|
$
|
3,638
|
|
|
$
|
4,398
|
|
Long-term
|
$
|
—
|
|
|
$
|
4,848
|
|
|
$
|
4,848
|
|
|
$
|
—
|
|
|
$
|
4,224
|
|
|
$
|
4,224
|
|
(a)
|
Customer receivables, gross includes amounts due from customers under revolving loans, fixed-term loans, fixed-term sales-type or direct financing leases, and accrued interest.
|
|
Revolving
|
|
Fixed-term
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Allowance for financing receivable losses:
|
|
|
|
|
|
||||||
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
|
|
|||
Charge-offs, net of recoveries
|
(78
|
)
|
|
(26
|
)
|
|
(104
|
)
|
|||
Provision charged to income statement
|
72
|
|
|
23
|
|
|
95
|
|
|||
Balances as of February 1, 2019
|
75
|
|
|
61
|
|
|
136
|
|
|||
Charge-offs, net of recoveries
|
(71
|
)
|
|
(23
|
)
|
|
(94
|
)
|
|||
Provision charged to income statement
|
66
|
|
|
41
|
|
|
107
|
|
|||
Balances as of January 31, 2020
|
$
|
70
|
|
|
$
|
79
|
|
|
$
|
149
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||||||||||||||||||||||||||
|
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
|
$
|
550
|
|
|
$
|
51
|
|
|
$
|
20
|
|
|
$
|
621
|
|
|
$
|
583
|
|
|
$
|
53
|
|
|
$
|
21
|
|
|
$
|
657
|
|
Revolving — DBC
|
184
|
|
|
15
|
|
|
4
|
|
|
203
|
|
|
155
|
|
|
19
|
|
|
4
|
|
|
178
|
|
||||||||
Fixed-term — Consumer and Commercial
|
8,005
|
|
|
373
|
|
|
108
|
|
|
8,486
|
|
|
6,282
|
|
|
878
|
|
|
89
|
|
|
7,249
|
|
||||||||
Total customer receivables, gross
|
$
|
8,739
|
|
|
$
|
439
|
|
|
$
|
132
|
|
|
$
|
9,310
|
|
|
$
|
7,020
|
|
|
$
|
950
|
|
|
$
|
114
|
|
|
$
|
8,084
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||||||||||||||||||||||||||
|
Higher
|
|
Mid
|
|
Lower
|
|
Total
|
|
Higher
|
|
Mid
|
|
Lower
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Revolving — DPA
|
$
|
137
|
|
|
$
|
175
|
|
|
$
|
309
|
|
|
$
|
621
|
|
|
$
|
128
|
|
|
$
|
192
|
|
|
$
|
337
|
|
|
$
|
657
|
|
Revolving — DBC
|
$
|
55
|
|
|
$
|
63
|
|
|
$
|
85
|
|
|
$
|
203
|
|
|
$
|
47
|
|
|
$
|
54
|
|
|
$
|
77
|
|
|
$
|
178
|
|
Fixed-term — Consumer and Commercial
|
$
|
5,042
|
|
|
$
|
2,036
|
|
|
$
|
1,408
|
|
|
$
|
8,486
|
|
|
$
|
3,980
|
|
|
$
|
1,984
|
|
|
$
|
1,285
|
|
|
$
|
7,249
|
|
|
Fiscal Year Ended
|
||
|
January 31, 2020
|
||
|
(in millions)
|
||
Net revenue — products
|
$
|
770
|
|
Cost of net revenue — products
|
582
|
|
|
Gross margin — products
|
$
|
188
|
|
|
January 31, 2020
|
||
Fiscal Years
|
(in millions)
|
||
Fiscal 2021
|
$
|
2,615
|
|
Fiscal 2022
|
1,705
|
|
|
Fiscal 2023
|
901
|
|
|
Fiscal 2024
|
313
|
|
|
Fiscal 2025 and beyond
|
93
|
|
|
Total undiscounted cash flows
|
5,627
|
|
|
Fixed-term loans
|
3,440
|
|
|
Revolving loans
|
824
|
|
|
Less: unearned income
|
(581
|
)
|
|
Total customer receivables, gross
|
$
|
9,310
|
|
|
January 31, 2020
|
||
|
(in millions)
|
||
Equipment under operating lease, gross
|
$
|
956
|
|
Less: accumulated depreciation
|
(116
|
)
|
|
Equipment under operating lease, net
|
$
|
840
|
|
|
January 31, 2020
|
||
Fiscal Years
|
(in millions)
|
||
Fiscal 2021
|
$
|
333
|
|
Fiscal 2022
|
313
|
|
|
Fiscal 2023
|
211
|
|
|
Fiscal 2024
|
25
|
|
|
Fiscal 2025 and beyond
|
5
|
|
|
Total
|
$
|
887
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
DFS debt
|
(in millions)
|
||||||
DFS U.S. debt:
|
|
|
|
||||
Securitization facilities
|
$
|
2,606
|
|
|
$
|
1,914
|
|
Fixed-term securitization offerings
|
2,593
|
|
|
2,303
|
|
||
Other
|
141
|
|
|
223
|
|
||
Total DFS U.S. debt
|
5,340
|
|
|
4,440
|
|
||
DFS international debt:
|
|
|
|
||||
Securitization facility
|
743
|
|
|
584
|
|
||
Other borrowings
|
931
|
|
|
708
|
|
||
Note payable
|
200
|
|
|
197
|
|
||
Dell Bank Senior Unsecured Eurobonds
|
551
|
|
|
—
|
|
||
Total DFS international debt
|
2,425
|
|
|
1,489
|
|
||
Total DFS debt
|
$
|
7,765
|
|
|
$
|
5,929
|
|
Total short-term DFS debt
|
$
|
4,152
|
|
|
$
|
3,113
|
|
Total long-term DFS debt
|
$
|
3,613
|
|
|
$
|
2,816
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Assets held by consolidated VIEs, net:
|
|
|
|
|
|
||
Short-term, net
|
$
|
3,316
|
|
|
$
|
2,940
|
|
Long-term, net
|
3,348
|
|
|
2,508
|
|
||
Assets held by consolidated VIEs, net
|
$
|
6,664
|
|
|
$
|
5,448
|
|
|
Fiscal Year Ended
|
||
|
January 31, 2020
|
||
|
(in millions)
|
||
Operating lease costs
|
$
|
510
|
|
Variable costs
|
161
|
|
|
Total lease costs
|
$
|
671
|
|
|
Classification
|
|
January 31, 2020
|
||
|
|
|
(in millions, except for term and discount rate)
|
||
Operating lease ROU assets
|
Other non-current assets
|
|
$
|
1,780
|
|
|
|
|
|
||
Current operating lease liabilities
|
Accrued and other current liabilities
|
|
$
|
432
|
|
Non-current operating lease liabilities
|
Other non-current liabilities
|
|
1,360
|
|
|
Total operating lease liabilities
|
|
|
$
|
1,792
|
|
|
|
|
|
||
Weighted-average remaining lease term (in years)
|
|
|
8.57
|
|
|
Weighted-average discount rate
|
|
|
3.81
|
%
|
|
Fiscal Year Ended
|
||
|
January 31, 2020
|
||
|
(in millions)
|
||
Cash paid for amounts included in the measurement of lease liabilities —
operating cash outflows from operating leases |
$
|
501
|
|
|
|
||
ROU assets obtained in exchange for new operating lease liabilities
|
$
|
630
|
|
|
January 31, 2020
|
||
Fiscal Years
|
(in millions)
|
||
Fiscal 2021
|
$
|
458
|
|
Fiscal 2022
|
380
|
|
|
Fiscal 2023
|
292
|
|
|
Fiscal 2024
|
201
|
|
|
Fiscal 2025
|
131
|
|
|
Thereafter
|
677
|
|
|
Total lease payments
|
$
|
2,139
|
|
Less: Imputed interest
|
(347
|
)
|
|
Total
|
$
|
1,792
|
|
Current operating lease liabilities
|
$
|
432
|
|
Non-current operating lease liabilities
|
$
|
1,360
|
|
|
February 1, 2019
|
||
Fiscal Years
|
(in millions)
|
||
Fiscal 2020
|
$
|
371
|
|
Fiscal 2021
|
314
|
|
|
Fiscal 2022
|
240
|
|
|
Fiscal 2023
|
175
|
|
|
Fiscal 2024
|
113
|
|
|
Thereafter
|
643
|
|
|
Total
|
$
|
1,856
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Secured Debt
|
|
|
|
||||
Senior Secured Credit Facilities:
|
|
|
|
||||
Term Loan B Facility due September 2023
|
$
|
—
|
|
|
$
|
4,938
|
|
3.65% Term Loan B-1 Facility due September 2025
|
4,738
|
|
|
—
|
|
||
Term Loan A-2 Facility due September 2021
|
—
|
|
|
4,116
|
|
||
3.40% Term Loan A-4 Facility due December 2023
|
679
|
|
|
1,650
|
|
||
Term Loan A-5 Facility due December 2019
|
—
|
|
|
2,016
|
|
||
3.41% Term Loan A-6 Facility due March 2024
|
3,497
|
|
|
—
|
|
||
First Lien Notes:
|
|
|
|
||||
3.48% due June 2019
|
—
|
|
|
3,750
|
|
||
4.42% due June 2021
|
4,500
|
|
|
4,500
|
|
||
5.45% due June 2023
|
3,750
|
|
|
3,750
|
|
||
4.00% due July 2024
|
1,000
|
|
|
—
|
|
||
6.02% due June 2026
|
4,500
|
|
|
4,500
|
|
||
4.90% due October 2026
|
1,750
|
|
|
—
|
|
||
5.30% due October 2029
|
1,750
|
|
|
—
|
|
||
8.10% due July 2036
|
1,500
|
|
|
1,500
|
|
||
8.35% due July 2046
|
2,000
|
|
|
2,000
|
|
||
Unsecured Debt
|
|
|
|
||||
Unsecured Notes and Debentures:
|
|
|
|
||||
5.875% due June 2019
|
—
|
|
|
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
|
|
|
264
|
|
||
Senior Notes:
|
|
|
|
||||
5.875% due June 2021
|
1,075
|
|
|
1,625
|
|
||
7.125% due June 2024
|
1,625
|
|
|
1,625
|
|
||
EMC Notes:
|
|
|
|
||||
2.650% due June 2020
|
600
|
|
|
2,000
|
|
||
3.375% due June 2023
|
1,000
|
|
|
1,000
|
|
||
Debt of Public Subsidiary
|
|
|
|
||||
VMware Notes:
|
|
|
|
||||
2.30% due August 2020
|
1,250
|
|
|
1,250
|
|
||
2.95% due August 2022
|
1,500
|
|
|
1,500
|
|
||
3.90% due August 2027
|
1,250
|
|
|
1,250
|
|
||
VMware Term Loan Facility
|
1,500
|
|
|
—
|
|
||
DFS Debt (Note 4)
|
7,765
|
|
|
5,929
|
|
||
Other
|
|
|
|
||||
4.03% Margin Loan Facility due April 2022
|
4,000
|
|
|
3,350
|
|
||
Other
|
84
|
|
|
38
|
|
||
Total debt, principal amount
|
$
|
52,665
|
|
|
$
|
54,239
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Total debt, principal amount
|
$
|
52,665
|
|
|
$
|
54,239
|
|
Unamortized discount, net of unamortized premium
|
(241
|
)
|
|
(271
|
)
|
||
Debt issuance costs
|
(368
|
)
|
|
(447
|
)
|
||
Total debt, carrying value
|
$
|
52,056
|
|
|
$
|
53,521
|
|
Total short-term debt, carrying value
|
$
|
7,737
|
|
|
$
|
4,320
|
|
Total long-term debt, carrying value
|
$
|
44,319
|
|
|
$
|
49,201
|
|
|
Maturities by Fiscal Year
|
||||||||||||||||||||||||||
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Senior Secured Credit Facilities and First Lien Notes
|
$
|
229
|
|
|
$
|
4,672
|
|
|
$
|
286
|
|
|
$
|
6,702
|
|
|
$
|
1,775
|
|
|
$
|
16,000
|
|
|
$
|
29,664
|
|
Unsecured Notes and Debentures
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
952
|
|
|
1,352
|
|
|||||||
Senior Notes and EMC Notes
|
600
|
|
|
1,075
|
|
|
—
|
|
|
1,000
|
|
|
1,625
|
|
|
—
|
|
|
4,300
|
|
|||||||
VMware Notes
|
2,750
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
1,250
|
|
|
5,500
|
|
|||||||
DFS Debt
|
4,154
|
|
|
1,894
|
|
|
1,622
|
|
|
85
|
|
|
10
|
|
|
—
|
|
|
7,765
|
|
|||||||
Margin Loan Facility
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|||||||
Other
|
14
|
|
|
11
|
|
|
7
|
|
|
8
|
|
|
7
|
|
|
37
|
|
|
84
|
|
|||||||
Total maturities, principal amount
|
7,747
|
|
|
8,052
|
|
|
7,415
|
|
|
7,795
|
|
|
3,417
|
|
|
18,239
|
|
|
52,665
|
|
|||||||
Associated carrying value adjustments
|
(10
|
)
|
|
(52
|
)
|
|
(24
|
)
|
|
(50
|
)
|
|
(96
|
)
|
|
(377
|
)
|
|
(609
|
)
|
|||||||
Total maturities, carrying value amount
|
$
|
7,737
|
|
|
$
|
8,000
|
|
|
$
|
7,391
|
|
|
$
|
7,745
|
|
|
$
|
3,321
|
|
|
$
|
17,862
|
|
|
$
|
52,056
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
||
Designated as cash flow hedging instruments
|
$
|
8,703
|
|
|
$
|
7,573
|
|
Non-designated as hedging instruments
|
7,711
|
|
|
6,129
|
|
||
Total
|
$
|
16,414
|
|
|
$
|
13,702
|
|
Interest rate contracts:
|
|
|
|
||||
Non-designated as hedging instruments
|
$
|
4,043
|
|
|
$
|
2,674
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
Gain (Loss) Recognized in Accumulated OCI, Net of Tax, on Derivatives
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||
|
|
(in millions)
|
|
|
|
(in millions)
|
||||
For the fiscal year ended January 31, 2020
|
||||||||||
|
|
|
|
|
Total net revenue
|
|
$
|
226
|
|
|
Foreign exchange contracts
|
|
$
|
269
|
|
|
Total cost of net revenue
|
|
—
|
|
|
Interest rate contracts
|
|
—
|
|
|
Interest and other, net
|
|
—
|
|
||
Total
|
|
$
|
269
|
|
|
|
|
$
|
226
|
|
|
|
|
|
|
|
|
||||
For the fiscal year ended February 1, 2019
|
||||||||||
|
|
|
|
|
Total net revenue
|
|
$
|
225
|
|
|
Foreign exchange contracts
|
|
$
|
299
|
|
|
Total cost of net revenue
|
|
—
|
|
|
Interest rate contracts
|
|
—
|
|
|
Interest and other, net
|
|
—
|
|
||
Total
|
|
$
|
299
|
|
|
|
|
$
|
225
|
|
|
|
|
|
|
|
|
||||
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
|
|
—
|
|
||
Total
|
|
$
|
(248
|
)
|
|
|
|
$
|
(134
|
)
|
|
Fiscal Year Ended
|
|
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
|
Location of Gain (Loss) Recognized
|
||||||
|
(in millions)
|
|
|
||||||||||
Foreign exchange contracts
|
$
|
(152
|
)
|
|
$
|
(67
|
)
|
|
$
|
(106
|
)
|
|
Interest and other, net
|
Interest rate contracts
|
(28
|
)
|
|
(8
|
)
|
|
4
|
|
|
Interest and other, net
|
|||
Total
|
$
|
(180
|
)
|
|
$
|
(75
|
)
|
|
$
|
(102
|
)
|
|
|
|
January 31, 2020
|
||||||||||||||||||
|
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
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
123
|
|
Foreign exchange contracts in a liability position
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Net asset (liability)
|
106
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
118
|
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts in an asset position
|
136
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
175
|
|
|||||
Foreign exchange contracts in a liability position
|
(162
|
)
|
|
—
|
|
|
(81
|
)
|
|
(6
|
)
|
|
(249
|
)
|
|||||
Interest rate contracts in an asset position
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Interest rate contracts in a liability position
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|||||
Net asset (liability)
|
(26
|
)
|
|
1
|
|
|
(42
|
)
|
|
(38
|
)
|
|
(105
|
)
|
|||||
Total derivatives at fair value
|
$
|
80
|
|
|
$
|
1
|
|
|
$
|
(30
|
)
|
|
$
|
(38
|
)
|
|
$
|
13
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
February 1, 2019
|
||||||||||||||||||
|
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
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
74
|
|
Foreign exchange contracts in a liability position
|
(19
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Net asset (liability)
|
26
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
35
|
|
|||||
Derivatives not designated as hedging instruments:
|
|||||||||||||||||||
Foreign exchange contracts in an asset position
|
178
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
235
|
|
|||||
Foreign exchange contracts in a liability position
|
(110
|
)
|
|
—
|
|
|
(115
|
)
|
|
(2
|
)
|
|
(227
|
)
|
|||||
Interest rate contracts in an asset position
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Interest rate contracts in a liability position
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||
Net asset (liability)
|
68
|
|
|
3
|
|
|
(58
|
)
|
|
(11
|
)
|
|
2
|
|
|||||
Total derivatives at fair value
|
$
|
94
|
|
|
$
|
3
|
|
|
$
|
(49
|
)
|
|
$
|
(11
|
)
|
|
$
|
37
|
|
|
January 31, 2020
|
||||||||||||||||||||||
|
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
|
$
|
299
|
|
|
$
|
(218
|
)
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81
|
|
Financial liabilities
|
(286
|
)
|
|
218
|
|
|
(68
|
)
|
|
—
|
|
|
15
|
|
|
(53
|
)
|
||||||
Total derivative instruments
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
February 1, 2019
|
||||||||||||||||||||||
|
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
|
$
|
312
|
|
|
$
|
(215
|
)
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97
|
|
Financial liabilities
|
(275
|
)
|
|
215
|
|
|
(60
|
)
|
|
—
|
|
|
4
|
|
|
(56
|
)
|
||||||
Total derivative instruments
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
41
|
|
|
Preliminary Allocation
|
||
|
(in millions)
|
||
Cash
|
$
|
111
|
|
Accounts receivable
|
58
|
|
|
Intangible assets
|
492
|
|
|
Goodwill
|
1,588
|
|
|
Other acquired assets
|
52
|
|
|
Total assets acquired
|
2,301
|
|
|
Deferred revenue
|
151
|
|
|
Other assumed liabilities
|
45
|
|
|
Total liabilities assumed
|
196
|
|
|
Fair value of assets acquired and liabilities assumed
|
$
|
2,105
|
|
|
Weighted-Average Useful Lives
|
|
Fair Value Amount
|
||
|
(in years)
|
|
(in millions)
|
||
Purchased technology
|
4.2
|
|
$
|
232
|
|
Customer relationships and customer lists
|
7.0
|
|
215
|
|
|
Trademarks and tradenames
|
5.0
|
|
25
|
|
|
Other
|
2.0
|
|
20
|
|
|
Total definite-lived intangible assets
|
|
|
$
|
492
|
|
|
Infrastructure Solutions Group
|
|
Client Solutions Group
|
|
VMware
|
|
Other Businesses (a)
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balances as of February 2, 2018
|
$
|
15,557
|
|
|
$
|
4,237
|
|
|
$
|
17,863
|
|
|
$
|
2,263
|
|
|
$
|
39,920
|
|
Goodwill acquired (b)
|
—
|
|
|
—
|
|
|
784
|
|
|
—
|
|
|
784
|
|
|||||
Impact of foreign currency translation
|
(289
|
)
|
|
—
|
|
|
(26
|
)
|
|
(41
|
)
|
|
(356
|
)
|
|||||
Goodwill divested
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||||
Goodwill impaired (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
(190
|
)
|
|||||
Balances as of February 1, 2019
|
15,199
|
|
|
4,237
|
|
|
18,621
|
|
|
2,032
|
|
|
40,089
|
|
|||||
Goodwill acquired (b)
|
—
|
|
|
—
|
|
|
1,911
|
|
|
16
|
|
|
1,927
|
|
|||||
Impact of foreign currency translation
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(118
|
)
|
|||||
Goodwill impaired (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|
(207
|
)
|
|||||
Balance as of January 31, 2020
|
$
|
15,089
|
|
|
$
|
4,237
|
|
|
$
|
20,532
|
|
|
$
|
1,833
|
|
|
$
|
41,691
|
|
(a)
|
Other Businesses consists of offerings by Secureworks, Virtustream, Boomi, and RSA Security.
|
(b)
|
VMware, Inc. business combinations completed during the fiscal years ended January 31, 2020 and February 1, 2019, as discussed above.
|
(c)
|
The Company recognized goodwill impairment charges related to Virtustream during the fiscal years ended January 31, 2020 and February 1, 2019, as discussed below.
|
|
January 31, 2020
|
|
February 1, 2019
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Customer relationships
|
$
|
22,950
|
|
|
$
|
(13,821
|
)
|
|
$
|
9,129
|
|
|
$
|
22,750
|
|
|
$
|
(11,703
|
)
|
|
$
|
11,047
|
|
Developed technology
|
15,707
|
|
|
(10,974
|
)
|
|
4,733
|
|
|
15,701
|
|
|
(9,036
|
)
|
|
6,665
|
|
||||||
Trade names
|
1,306
|
|
|
(816
|
)
|
|
490
|
|
|
1,291
|
|
|
(606
|
)
|
|
685
|
|
||||||
Leasehold assets (liabilities)
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
(10
|
)
|
|
118
|
|
||||||
Definite-lived intangible assets
|
39,963
|
|
|
(25,611
|
)
|
|
14,352
|
|
|
39,870
|
|
|
(21,355
|
)
|
|
18,515
|
|
||||||
Indefinite-lived trade names
|
3,755
|
|
|
—
|
|
|
3,755
|
|
|
3,755
|
|
|
—
|
|
|
3,755
|
|
||||||
Total intangible assets
|
$
|
43,718
|
|
|
$
|
(25,611
|
)
|
|
$
|
18,107
|
|
|
$
|
43,625
|
|
|
$
|
(21,355
|
)
|
|
$
|
22,270
|
|
|
January 31, 2020
|
||
Fiscal Years
|
(in millions)
|
||
2021
|
3,431
|
|
|
2022
|
2,722
|
|
|
2023
|
1,838
|
|
|
2024
|
1,464
|
|
|
2025
|
1,128
|
|
|
Thereafter
|
3,769
|
|
|
Total
|
$
|
14,352
|
|
|
Fiscal Year Ended
|
||||||
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Deferred revenue:
|
|
|
|
||||
Deferred revenue at beginning of period
|
$
|
24,010
|
|
|
$
|
20,816
|
|
Revenue deferrals for new contracts and changes in estimates for pre-existing contracts (a)
|
23,315
|
|
|
20,580
|
|
||
Revenue recognized
|
(19,676
|
)
|
|
(17,386
|
)
|
||
Other (b)
|
151
|
|
|
—
|
|
||
Deferred revenue at end of period
|
$
|
27,800
|
|
|
$
|
24,010
|
|
Short-term deferred revenue
|
$
|
14,881
|
|
|
$
|
12,944
|
|
Long-term deferred revenue
|
$
|
12,919
|
|
|
$
|
11,066
|
|
(a)
|
Includes the impact of foreign currency exchange rate fluctuations.
|
(b)
|
Acquired deferred revenue from Carbon Black, Inc. during the fiscal year ended January 31, 2020. See Note 8 of the Notes to the Consolidated Financial Statements for additional information related to this acquisition.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(150
|
)
|
|
$
|
461
|
|
|
$
|
52
|
|
State/local
|
69
|
|
|
74
|
|
|
111
|
|
|||
Foreign
|
887
|
|
|
616
|
|
|
599
|
|
|||
Current
|
806
|
|
|
1,151
|
|
|
762
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(862
|
)
|
|
(1,150
|
)
|
|
(2,368
|
)
|
|||
State/local
|
(150
|
)
|
|
(85
|
)
|
|
(139
|
)
|
|||
Foreign
|
(5,327
|
)
|
|
(96
|
)
|
|
(98
|
)
|
|||
Deferred
|
(6,339
|
)
|
|
(1,331
|
)
|
|
(2,605
|
)
|
|||
Income tax benefit
|
$
|
(5,533
|
)
|
|
$
|
(180
|
)
|
|
$
|
(1,843
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Domestic
|
$
|
(3,067
|
)
|
|
$
|
(4,645
|
)
|
|
$
|
(5,995
|
)
|
Foreign
|
3,063
|
|
|
2,284
|
|
|
1,226
|
|
|||
Loss before income taxes
|
$
|
(4
|
)
|
|
$
|
(2,361
|
)
|
|
$
|
(4,769
|
)
|
|
Fiscal Year Ended
|
|||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
|||
U.S. federal statutory rate
|
21.0
|
|
|
21.0
|
|
|
33.7
|
|
State income taxes, net of federal tax benefit
|
1194.6
|
|
|
0.5
|
|
|
2.9
|
|
Tax impact of foreign operations
|
(2741.3
|
)
|
|
(19.5
|
)
|
|
(11.0
|
)
|
Impact of intangible property transfers
|
123367.9
|
|
|
—
|
|
|
—
|
|
Change in valuation allowance
|
1030.6
|
|
|
(6.6
|
)
|
|
(1.8
|
)
|
Indirect tax effects of adoption of new revenue standard
|
—
|
|
|
6.5
|
|
|
—
|
|
U.S. Tax Reform
|
—
|
|
|
1.5
|
|
|
11.6
|
|
U.S. tax audit settlement
|
7615.7
|
|
|
—
|
|
|
—
|
|
Non-deductible transaction-related costs
|
(700.0
|
)
|
|
(1.9
|
)
|
|
—
|
|
Stock-based compensation
|
5873.2
|
|
|
4.1
|
|
|
1.6
|
|
U.S. R&D tax credits
|
4424.9
|
|
|
6.9
|
|
|
2.6
|
|
Other
|
(1761.6
|
)
|
|
(4.9
|
)
|
|
(1.0
|
)
|
Total
|
138325.0
|
%
|
|
7.6
|
%
|
|
38.6
|
%
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Deferred revenue and warranty provisions
|
$
|
1,672
|
|
|
$
|
1,267
|
|
Provisions for product returns and doubtful accounts
|
107
|
|
|
117
|
|
||
Credit carryforwards
|
1,951
|
|
|
1,927
|
|
||
Loss carryforwards
|
580
|
|
|
466
|
|
||
Operating and compensation related accruals
|
744
|
|
|
683
|
|
||
Operating leases
|
239
|
|
|
—
|
|
||
Intangible assets
|
2,420
|
|
|
—
|
|
||
Other
|
205
|
|
|
193
|
|
||
Deferred tax assets
|
7,918
|
|
|
4,653
|
|
||
Valuation allowance
|
(1,687
|
)
|
|
(1,704
|
)
|
||
Deferred tax assets, net of valuation allowance
|
6,231
|
|
|
2,949
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Leasing and financing
|
(369
|
)
|
|
(356
|
)
|
||
Operating leases
|
(210
|
)
|
|
—
|
|
||
Property and equipment
|
(509
|
)
|
|
(547
|
)
|
||
Acquired intangibles
|
—
|
|
|
(3,254
|
)
|
||
Other
|
(205
|
)
|
|
(242
|
)
|
||
Deferred tax liabilities
|
(1,293
|
)
|
|
(4,399
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
4,938
|
|
|
$
|
(1,450
|
)
|
|
January 31, 2020
|
|
|
||||||||||
|
Deferred Tax Assets
|
|
Valuation Allowance
|
|
Net Deferred Tax Assets
|
|
First Year Expiring
|
||||||
|
(in millions)
|
|
|
||||||||||
Credit carryforwards
|
$
|
1,951
|
|
|
$
|
(1,257
|
)
|
|
$
|
694
|
|
|
Fiscal 2021
|
Loss carryforwards
|
580
|
|
|
(348
|
)
|
|
232
|
|
|
Fiscal 2021
|
|||
Other deferred tax assets
|
5,387
|
|
|
(82
|
)
|
|
5,305
|
|
|
NA
|
|||
Total
|
$
|
7,918
|
|
|
$
|
(1,687
|
)
|
|
$
|
6,231
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
February 1, 2019
|
|
|
||||||||||
|
Deferred Tax Assets
|
|
Valuation Allowance
|
|
Net Deferred Tax Assets
|
|
First Year Expiring
|
||||||
|
(in millions)
|
|
|
||||||||||
Credit carryforwards
|
$
|
1,927
|
|
|
$
|
(1,152
|
)
|
|
$
|
775
|
|
|
Fiscal 2020
|
Loss carryforwards
|
466
|
|
|
(403
|
)
|
|
63
|
|
|
Fiscal 2020
|
|||
Other deferred tax assets
|
2,260
|
|
|
(149
|
)
|
|
2,111
|
|
|
NA
|
|||
Total
|
$
|
4,653
|
|
|
$
|
(1,704
|
)
|
|
$
|
2,949
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Beginning Balance
|
$
|
2,989
|
|
|
$
|
2,867
|
|
|
$
|
2,752
|
|
Increases related to tax positions of the current year
|
145
|
|
|
116
|
|
|
155
|
|
|||
Increases related to tax position of prior years
|
332
|
|
|
288
|
|
|
98
|
|
|||
Reductions for tax positions of prior years
|
(490
|
)
|
|
(170
|
)
|
|
(90
|
)
|
|||
Lapse of statute of limitations
|
(127
|
)
|
|
(90
|
)
|
|
(34
|
)
|
|||
Audit settlements
|
(402
|
)
|
|
(22
|
)
|
|
(14
|
)
|
|||
Ending Balance
|
$
|
2,447
|
|
|
$
|
2,989
|
|
|
$
|
2,867
|
|
|
Foreign Currency Translation Adjustments
|
|
Investments
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Plans
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
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 income (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
|
|
|||||
Adjustment for adoption of accounting standards (Note 2)
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
3
|
|
|
(58
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(631
|
)
|
|
2
|
|
|
299
|
|
|
(21
|
)
|
|
(351
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
43
|
|
|
(225
|
)
|
|
—
|
|
|
(182
|
)
|
|||||
Total change for the period
|
(631
|
)
|
|
(16
|
)
|
|
74
|
|
|
(18
|
)
|
|
(591
|
)
|
|||||
Less: Change in comprehensive income attributable to non-controlling interests
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Balances as of February 1, 2019
|
(452
|
)
|
|
—
|
|
|
(29
|
)
|
|
14
|
|
|
(467
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(226
|
)
|
|
—
|
|
|
269
|
|
|
(60
|
)
|
|
(17
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
1
|
|
|
(225
|
)
|
|||||
Total change for the period
|
(226
|
)
|
|
—
|
|
|
43
|
|
|
(59
|
)
|
|
(242
|
)
|
|||||
Less: Change in comprehensive income (loss) attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balances as of January 31, 2020
|
$
|
(678
|
)
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
(45
|
)
|
|
$
|
(709
|
)
|
|
Fiscal Year Ended
|
||||||||||||||
|
January 31, 2020
|
||||||||||||||
|
Investments
|
|
Cash Flow Hedges
|
|
Pensions
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Total reclassifications, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
—
|
|
|
$
|
226
|
|
|
$
|
—
|
|
|
$
|
226
|
|
Operating expenses
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Interest and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total reclassifications, net of tax
|
$
|
—
|
|
|
$
|
226
|
|
|
$
|
(1
|
)
|
|
$
|
225
|
|
|
Fiscal Year Ended
|
||||||||||||||
|
February 1, 2019
|
||||||||||||||
|
Investments
|
|
Cash Flow Hedges
|
|
Pensions
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Total reclassifications, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
—
|
|
|
$
|
225
|
|
Operating expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest and other, net
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
||||
Total reclassifications, net of tax
|
$
|
(43
|
)
|
|
$
|
225
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
Fiscal Year Ended
|
||
|
January 31, 2020
|
||
|
(in millions)
|
||
Net income attributable to Dell Technologies Inc.
|
$
|
4,616
|
|
Transfers (to)/from the non-controlling interests:
|
|
||
Increase in Dell Technologies Inc. additional paid-in-capital for equity issuances and other equity activity
|
1,997
|
|
|
Decrease in Dell Technologies Inc. additional paid-in-capital and accumulated deficit for equity issuances and other equity activity
|
(3,318
|
)
|
|
Net transfers to non-controlling interests
|
(1,321
|
)
|
|
Change from net income attributable to Dell Technologies Inc. and transfers to the non-controlling interests
|
$
|
3,295
|
|
|
Authorized
|
|
Issued
|
|
Outstanding
|
|||
|
(in millions)
|
|||||||
Common stock as of February 1, 2019
|
||||||||
Class A
|
600
|
|
|
410
|
|
|
410
|
|
Class B
|
200
|
|
|
137
|
|
|
137
|
|
Class C
|
7,900
|
|
|
174
|
|
|
172
|
|
Class D
|
100
|
|
|
—
|
|
|
—
|
|
Class V
|
343
|
|
|
—
|
|
|
—
|
|
|
9,143
|
|
|
721
|
|
|
719
|
|
|
|
|
|
|
|
|||
Common stock as of January 31, 2020
|
||||||||
Class A
|
600
|
|
|
385
|
|
|
385
|
|
Class B
|
200
|
|
|
102
|
|
|
102
|
|
Class C
|
7,900
|
|
|
258
|
|
|
256
|
|
Class D
|
100
|
|
|
—
|
|
|
—
|
|
Class V
|
343
|
|
|
—
|
|
|
—
|
|
|
9,143
|
|
|
745
|
|
|
743
|
|
|
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
|
||
|
(in millions, except percentages)
|
||||||||
As of February 3, 2017
|
209
|
|
|
62%
|
|
127
|
|
|
38%
|
Class V Group Repurchase Program
|
(10
|
)
|
|
|
|
—
|
|
|
|
As of February 2, 2018
|
199
|
|
|
61%
|
|
127
|
|
|
39%
|
Repurchases of Class V Common Stock
|
(199
|
)
|
|
|
|
(127
|
)
|
|
|
As of December 28, 2018
|
—
|
|
|
—%
|
|
—
|
|
|
—%
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
Earnings (loss) per share attributable to Dell Technologies Inc. — basic:
|
|||||||||||
Dell Technologies Common Stock
|
$
|
6.38
|
|
|
|
|
|
||||
Class V Common Stock
|
|
|
$
|
6.01
|
|
|
$
|
1.63
|
|
||
DHI Group
|
|
|
$
|
(6.02
|
)
|
|
$
|
(5.61
|
)
|
||
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to Dell Technologies Inc. — diluted:
|
|||||||||||
Dell Technologies Common Stock
|
$
|
6.03
|
|
|
|
|
|
||||
Class V Common Stock
|
|
|
$
|
5.91
|
|
|
$
|
1.61
|
|
||
DHI Group
|
|
|
$
|
(6.04
|
)
|
|
$
|
(5.62
|
)
|
|
Fiscal Year Ended
|
||
|
January 31, 2020
|
||
|
(in millions)
|
||
Numerator: Dell Technologies Common Stock
|
|
||
Net income attributable to Dell Technologies — basic
|
$
|
4,616
|
|
Incremental dilution from VMware, Inc. attributable to Dell Technologies (a)
|
(84
|
)
|
|
Net income attributable to Dell Technologies — diluted
|
$
|
4,532
|
|
|
|
||
Denominator: Dell Technologies Common Stock weighted-average shares outstanding
|
|
||
Weighted-average shares outstanding — basic
|
724
|
|
|
Dilutive effect of options, restricted stock units, restricted stock, and other
|
27
|
|
|
Weighted-average shares outstanding — diluted
|
751
|
|
|
Weighted-average shares outstanding — antidilutive
|
—
|
|
(a)
|
The incremental dilution from VMware, Inc. represents the impact of VMware, Inc.’s dilutive securities on diluted earnings (loss) per share of Dell Technologies Common Stock, 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. common stock held by the Company. For the fiscal year ended January 31, 2020, incremental dilution from VMware, Inc. was calculated by the Company without regard to VMware Inc.’s required retrospective adjustments for the Pivotal acquisition in its stand-alone financial statements. There is no incremental dilution from Pivotal and Secureworks due to the net loss position of these entities for the periods presented.
|
|
Fiscal Year Ended
|
||||||
|
February 1, 2019
|
|
February 2, 2018
|
||||
|
(in millions)
|
||||||
Numerator: Class V Common Stock
|
|
|
|
||||
Net income attributable to Class V Common Stock — basic (a)
|
$
|
1,195
|
|
|
$
|
331
|
|
Incremental dilution from VMware, Inc. attributable to Class V Common Stock (b)
|
(18
|
)
|
|
(5
|
)
|
||
Net income attributable to Class V Common Stock — diluted
|
$
|
1,177
|
|
|
$
|
326
|
|
|
|
|
|
||||
Numerator: DHI Group
|
|
|
|
||||
Net loss attributable to DHI Group — basic
|
$
|
(3,505
|
)
|
|
$
|
(3,180
|
)
|
Incremental dilution from VMware, Inc. attributable to DHI Group (b)
|
(13
|
)
|
|
(4
|
)
|
||
Net loss attributable to DHI Group — diluted
|
$
|
(3,518
|
)
|
|
$
|
(3,184
|
)
|
|
|
|
|
||||
Denominator: Class V Common Stock weighted-average shares outstanding
|
|
|
|
|
|||
Weighted-average shares outstanding — basic (c)
|
199
|
|
|
203
|
|
||
Dilutive effect of options, restricted stock units, restricted stock, and other (d)
|
—
|
|
|
—
|
|
||
Weighted-average shares outstanding — diluted
|
199
|
|
|
203
|
|
||
Weighted-average shares outstanding — antidilutive (d)
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Denominator: DHI Group weighted-average shares outstanding
|
|
|
|
||||
Weighted-average shares outstanding — basic (e)
|
582
|
|
|
567
|
|
||
Dilutive effect of options, restricted stock units, restricted stock, and other
|
—
|
|
|
—
|
|
||
Weighted-average shares outstanding — diluted
|
582
|
|
|
567
|
|
||
Weighted-average shares outstanding — antidilutive (f)
|
44
|
|
|
35
|
|
(a)
|
For the fiscal year ended February 1, 2019, net income attributable to the Class V Common Stock - basic represents net income attributable to the Class V Group for the period ended December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.
|
(b)
|
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. common stock held by the Company.
|
(c)
|
For the fiscal year ended February 1, 2019, the Class V Common Stock weighted-average shares outstanding - basic represents the weighted-average for the period ended December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.
|
(d)
|
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.
|
(e)
|
For the fiscal year ended February 1, 2019, the DHI Group weighted-average shares outstanding - basic represents the weighted-average shares over the twelve month period, with the Class C shares appropriately weighted for the number of days outstanding before and after the completion of the Class V transaction.
|
(f)
|
Stock-based incentive awards have been excluded from the calculation of the DHI Group’s diluted loss per share because their effect would have been antidilutive, as the Company had a net loss attributable to the DHI Group for the periods presented.
|
|
Fiscal Year Ended
|
||||||
|
February 1, 2019
|
|
February 2, 2018
|
||||
|
(in millions)
|
||||||
Net income attributable to Class V Common Stock
|
$
|
1,195
|
|
|
$
|
331
|
|
Net loss attributable to DHI Group
|
(3,505
|
)
|
|
(3,180
|
)
|
||
Net loss attributable to Dell Technologies Inc.
|
$
|
(2,310
|
)
|
|
$
|
(2,849
|
)
|
|
|
Fiscal Year Ended
|
||||||
|
|
February 1, 2019
|
|
February 2, 2018
|
||||
|
|
(in millions)
|
||||||
Net income attributable to VMware
|
|
$
|
2,422
|
|
|
$
|
659
|
|
Less: Net income attributable to VMware for the period from December 28, 2018 to February 1, 2019
|
|
(15
|
)
|
|
—
|
|
||
Less: Net income attributable to non-controlling interests
|
|
(452
|
)
|
|
(121
|
)
|
||
Net income attributable to Class V Group
|
|
1,955
|
|
|
538
|
|
||
Less: DHI Group's 38.90% and 38.48%, respectively, weighted average retained interest in Class V Group
|
|
(760
|
)
|
|
(207
|
)
|
||
Class V Common Stock economic interest in Class V Group (a)
|
|
$
|
1,195
|
|
|
$
|
331
|
|
(a)
|
For the fiscal year ended February 1, 2019, Class V Common Stock economic interest in the Class V Group represents net income attributable to the Class V Group for the period ended December 27, 2018, the last date on which the Class V Common Stock traded on the New York Stock Exchange.
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
February 1, 2019
|
|
February 2, 2018
|
||||||||||||||||||||
|
VMware Reportable Segment
|
|
Adjustments and Eliminations (a)
|
|
VMware
|
|
VMware Reportable Segment
|
|
Adjustments and Eliminations (a)
|
|
VMware
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net revenue
|
$
|
9,741
|
|
|
$
|
(767
|
)
|
|
$
|
8,974
|
|
|
$
|
8,485
|
|
|
$
|
(623
|
)
|
|
$
|
7,862
|
|
Cost of net revenue
|
1,312
|
|
|
(54
|
)
|
|
1,258
|
|
|
1,205
|
|
|
(64
|
)
|
|
1,141
|
|
||||||
Gross margin
|
8,429
|
|
|
(713
|
)
|
|
7,716
|
|
|
7,280
|
|
|
(559
|
)
|
|
6,721
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general, and administrative
|
3,720
|
|
|
(29
|
)
|
|
3,691
|
|
|
3,062
|
|
|
202
|
|
|
3,264
|
|
||||||
Research and development
|
1,783
|
|
|
192
|
|
|
1,975
|
|
|
1,547
|
|
|
208
|
|
|
1,755
|
|
||||||
Total operating expenses
|
5,503
|
|
|
163
|
|
|
5,666
|
|
|
4,609
|
|
|
410
|
|
|
5,019
|
|
||||||
Operating income (loss)
|
$
|
2,926
|
|
|
$
|
(876
|
)
|
|
$
|
2,050
|
|
|
$
|
2,671
|
|
|
$
|
(969
|
)
|
|
$
|
1,702
|
|
Interest and other income (expense), net attributable to VMware
|
|
|
|
|
833
|
|
|
|
|
|
|
112
|
|
||||||||||
Income before income taxes attributable to VMware
|
|
|
|
|
2,883
|
|
|
|
|
|
|
1,814
|
|
||||||||||
Income tax provision attributable to VMware
|
|
|
|
|
461
|
|
|
|
|
|
|
1,155
|
|
||||||||||
Net income attributable to VMware
|
|
|
|
|
$
|
2,422
|
|
|
|
|
|
|
$
|
659
|
|
(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. Adjustments also include adjustments and eliminations pertaining to Pivotal results.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Stock-based compensation expense (a):
|
|
|
|
|
|
|
|||||
Cost of net revenue
|
$
|
129
|
|
|
$
|
76
|
|
|
$
|
66
|
|
Operating expenses
|
1,133
|
|
|
842
|
|
|
769
|
|
|||
Stock-based compensation expense before taxes
|
1,262
|
|
|
918
|
|
|
835
|
|
|||
Income tax benefit
|
(392
|
)
|
|
(260
|
)
|
|
(268
|
)
|
|||
Stock-based compensation expense, net of income taxes
|
$
|
870
|
|
|
$
|
658
|
|
|
$
|
567
|
|
(a)
|
Stock-based compensation expense before taxes for the fiscal years ended January 31, 2020, February 1, 2019, and February 2, 2018 includes $892 million, $731 million and $683 million, respectively, related to the VMware, Inc. plans discussed below.
|
|
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 February 3, 2017
|
48
|
|
|
$
|
14.75
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(4
|
)
|
|
14.62
|
|
|
|
|
|
|||
Forfeited
|
(2
|
)
|
|
13.75
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of February 2, 2018
|
42
|
|
|
14.80
|
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of February 1, 2019 (b)
|
42
|
|
|
14.76
|
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(24
|
)
|
|
14.86
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of January 31, 2020 (c)
|
18
|
|
|
$
|
14.82
|
|
|
3.5
|
|
$
|
617
|
|
Exercisable as of January 31, 2020
|
18
|
|
|
$
|
14.55
|
|
|
3.4
|
|
$
|
612
|
|
Vested and expected to vest (net of estimated forfeitures) as of January 31, 2020
|
18
|
|
|
$
|
14.81
|
|
|
3.5
|
|
$
|
616
|
|
(a)
|
The aggregate intrinsic values represent the total pre-tax intrinsic values based on the closing price of $48.77 of the Company’s Class C Common Stock on January 31, 2020 as reported on the NYSE that would have been received by the option holders had all in-the-money options been exercised as of that date.
|
(b)
|
Stock option activity during the period was immaterial. The ending weighted-average exercise price was calculated based on underlying options outstanding as of February 1, 2019.
|
(c)
|
Other than stock option exercises, stock option activity during the period was immaterial. The ending weighted-average exercise price was calculated based on underlying options outstanding as of January 31, 2020. Of the 18 million stock options outstanding on January 31, 2020, 10 million related to performance-based awards and 8 million related to service-based awards.
|
|
Fiscal Year Ended
|
||
|
January 31, 2020
|
||
Weighted-average grant date fair value
|
$
|
87.17
|
|
Expected term (in years)
|
3.0
|
|
|
Risk-free rate (U.S. Government Treasury Note)
|
2.4
|
%
|
|
Expected volatility
|
45
|
%
|
|
Expected dividend yield
|
—
|
%
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
(in millions)
|
|
(per unit)
|
|||
Outstanding, February 3, 2017
|
10
|
|
|
$
|
19.63
|
|
Granted
|
1
|
|
|
23.04
|
|
|
Vested
|
(1
|
)
|
|
27.59
|
|
|
Forfeited
|
(3
|
)
|
|
19.13
|
|
|
Outstanding, February 2, 2018
|
7
|
|
|
$
|
18.73
|
|
Granted (a)
|
—
|
|
|
—
|
|
|
Vested
|
(1
|
)
|
|
28.03
|
|
|
Forfeited
|
(1
|
)
|
|
17.88
|
|
|
Outstanding, February 1, 2019
|
5
|
|
|
$
|
18.90
|
|
Granted
|
13
|
|
|
60.55
|
|
|
Vested
|
(1
|
)
|
|
30.24
|
|
|
Forfeited
|
(1
|
)
|
|
46.50
|
|
|
Outstanding, January 31, 2020 (b)
|
16
|
|
|
$
|
50.78
|
|
(a)
|
The Company granted an immaterial number of restricted stock awards during the fiscal year ended February 1, 2019.
|
(b)
|
As of January 31, 2020, the 16 million units outstanding included 11 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, January 31, 2020
|
14
|
|
|
1.6
|
|
$
|
695
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic values based on the closing price of $48.77 of the Company’s Class C Common Stock on January 31, 2020 as reported on the NYSE that would have been received by the RSU holders had the RSUs been issued as of January 31, 2020.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Cash proceeds
|
$
|
172
|
|
|
$
|
161
|
|
|
$
|
65
|
|
Class A common shares purchased
|
1.5
|
|
|
1.9
|
|
|
0.9
|
|
|||
Weighted-average price per share
|
$
|
115.51
|
|
|
$
|
84.95
|
|
|
$
|
72.40
|
|
|
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 February 3, 2017
|
2
|
|
|
$
|
69.38
|
|
|
|
|
|
||
Granted
|
1
|
|
|
13.79
|
|
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
53.50
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of February 2, 2018
|
2
|
|
|
54.63
|
|
|
|
|
|
|||
Granted
|
1
|
|
|
16.07
|
|
|
|
|
|
|||
Adjustment for special cash dividend
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
46.73
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of February 1, 2019 (b)
|
2
|
|
|
36.50
|
|
|
|
|
|
|||
Granted
|
2
|
|
|
73.19
|
|
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
39.94
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding as of January 31, 2020
|
3
|
|
|
$
|
56.58
|
|
|
6.4
|
|
$
|
239
|
|
Exercisable as of January 31, 2020
|
1
|
|
|
$
|
47.24
|
|
|
3.8
|
|
$
|
95
|
|
Vested and expected to vest (net of estimated forfeitures) as of January 31, 2020
|
3
|
|
|
$
|
56.13
|
|
|
6.4
|
|
$
|
238
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware, Inc.’s closing stock price of $148.06 on January 31, 2020 as reported on the NYSE that would have been received by the option holders had all in-the-money options been exercised as of that date.
|
(b)
|
The number of options and weighted-average exercise price of options outstanding as of February 1, 2019 reflect the non-cash adjustments to the options as a result of the special cash dividend.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
VMware, Inc. 2007 Equity and Incentive Plan
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of stock options granted per option
|
$
|
98.00
|
|
|
$
|
143.01
|
|
|
$
|
83.62
|
|
Expected term (in years)
|
2.7
|
|
|
3.2
|
|
|
3.3
|
|
|||
Risk-free rate (U.S. Government Treasury Note)
|
1.5
|
%
|
|
2.9
|
%
|
|
1.7
|
%
|
|||
Expected volatility
|
34
|
%
|
|
32
|
%
|
|
29
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
VMware, Inc. Employee Stock Purchase Plan
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of stock options granted per option
|
$
|
35.66
|
|
|
$
|
34.72
|
|
|
$
|
21.93
|
|
Expected term (in years)
|
0.6
|
|
|
0.8
|
|
|
0.9
|
|
|||
Risk-free rate (U.S. Government Treasury Note)
|
1.7
|
%
|
|
2.0
|
%
|
|
1.2
|
%
|
|||
Expected volatility
|
27
|
%
|
|
33
|
%
|
|
23
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Number of Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
(in millions)
|
|
(per unit)
|
|||
Outstanding, February 3, 2017
|
20
|
|
|
$
|
67.41
|
|
Granted
|
8
|
|
|
93.84
|
|
|
Vested
|
(9
|
)
|
|
67.89
|
|
|
Forfeited
|
(2
|
)
|
|
72.68
|
|
|
Outstanding, February 2, 2018
|
17
|
|
|
$
|
78.62
|
|
Granted
|
7
|
|
|
146.61
|
|
|
Adjustment for special cash dividend (a)
|
3
|
|
|
NA
|
|
|
Vested
|
(7
|
)
|
|
75.45
|
|
|
Forfeited
|
(2
|
)
|
|
86.90
|
|
|
Outstanding, February 1, 2019 (a)
|
18
|
|
|
$
|
90.06
|
|
Granted
|
9
|
|
|
157.07
|
|
|
Vested
|
(8
|
)
|
|
80.28
|
|
|
Forfeited
|
(2
|
)
|
|
101.29
|
|
|
Outstanding, January 31, 2020 (b)
|
17
|
|
|
$
|
128.38
|
|
(a)
|
The weighted-average grant date fair value of outstanding RSU awards as of February 1, 2019 reflects the non-cash adjustments to the awards as a result of the special cash dividend.
|
(b)
|
As of January 31, 2020, the 17 million units outstanding included 16 million RSUs and 1 million PSUs. The above table includes RSUs issued for outstanding unvested RSUs in connection with business combinations, including 2.2 million RSUs issued for unvested RSUs assumed as part of the Pivotal acquisition.
|
|
Number of Units
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (a)
|
|||
|
(in millions)
|
|
(in years)
|
|
(in millions)
|
|||
Expected to vest, January 31, 2020
|
16
|
|
|
2.4
|
|
$
|
2,320
|
|
(a)
|
The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware, Inc.’s closing stock price of $148.06 on January 31, 2020 as reported on the NYSE that would have been received by the RSU holders had the RSUs been issued as of January 31, 2020.
|
•
|
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 stock appreciation rights, 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 share for which services have been rendered.
|
•
|
For share-based arrangements that are subject to the occurrence of a contingent event, those amounts are reclassified to temporary equity based on a probability assessment performed by the Company on a periodic basis. Contingent events include the achievement of performance-based metrics.
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Redeemable shares classified as temporary equity
|
$
|
629
|
|
|
$
|
1,196
|
|
|
|
|
|
||||
Issued and outstanding unrestricted common shares
|
2
|
|
|
3
|
|
||
Restricted stock units
|
1
|
|
|
1
|
|
||
Restricted stock awards
|
—
|
|
|
—
|
|
||
Outstanding stock options
|
15
|
|
|
31
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Plan assets at fair value (a)
|
$
|
547
|
|
|
$
|
474
|
|
Benefit obligations
|
(588
|
)
|
|
(524
|
)
|
||
Underfunded position (b)
|
$
|
(41
|
)
|
|
$
|
(50
|
)
|
(a)
|
Plan assets are managed by outside investment managers. The Company’s investment strategy with respect to plan assets is to achieve a long-term growth of capital, consistent with an appropriate level of risk. Assets are recognized at fair value and are primarily classified within Level 2 of the fair value hierarchy.
|
(b)
|
The underfunded position of the U.S. pension plan is recognized in other non-current liabilities in the Consolidated Statements of Financial Position.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Consolidated net revenue:
|
|
|
|
|
|
|
|
||||
Infrastructure Solutions Group
|
$
|
33,969
|
|
|
$
|
36,720
|
|
|
$
|
30,917
|
|
Client Solutions Group
|
45,838
|
|
|
43,196
|
|
|
39,218
|
|
|||
VMware
|
10,905
|
|
|
9,741
|
|
|
8,485
|
|
|||
Reportable segment net revenue
|
90,712
|
|
|
89,657
|
|
|
78,620
|
|
|||
Other businesses (a)
|
1,788
|
|
|
1,676
|
|
|
1,704
|
|
|||
Unallocated transactions (b)
|
1
|
|
|
(9
|
)
|
|
(15
|
)
|
|||
Impact of purchase accounting (c)
|
(347
|
)
|
|
(703
|
)
|
|
(1,269
|
)
|
|||
Total consolidated net revenue
|
$
|
92,154
|
|
|
$
|
90,621
|
|
|
$
|
79,040
|
|
|
|
|
|
|
|
||||||
Consolidated operating income (loss):
|
|
|
|
|
|
||||||
Infrastructure Solutions Group
|
$
|
4,001
|
|
|
$
|
4,151
|
|
|
$
|
3,068
|
|
Client Solutions Group
|
3,138
|
|
|
1,960
|
|
|
2,044
|
|
|||
VMware
|
3,081
|
|
|
2,926
|
|
|
2,671
|
|
|||
Reportable segment operating income
|
10,220
|
|
|
9,037
|
|
|
7,783
|
|
|||
Other businesses (a)
|
(43
|
)
|
|
(111
|
)
|
|
13
|
|
|||
Unallocated transactions (b)
|
(29
|
)
|
|
(72
|
)
|
|
(24
|
)
|
|||
Impact of purchase accounting (c)
|
(411
|
)
|
|
(820
|
)
|
|
(1,546
|
)
|
|||
Amortization of intangibles
|
(4,408
|
)
|
|
(6,138
|
)
|
|
(6,980
|
)
|
|||
Transaction-related expenses (d)
|
(285
|
)
|
|
(750
|
)
|
|
(502
|
)
|
|||
Stock-based compensation expense (e)
|
(1,262
|
)
|
|
(918
|
)
|
|
(835
|
)
|
|||
Other corporate expenses (f)
|
(1,160
|
)
|
|
(419
|
)
|
|
(325
|
)
|
|||
Total consolidated operating income (loss)
|
$
|
2,622
|
|
|
$
|
(191
|
)
|
|
$
|
(2,416
|
)
|
(a)
|
Secureworks, RSA Security, Virtustream, and Boomi constitute “Other businesses” and do not meet the requirements for a reportable segment, either individually or collectively. The results of Other businesses are not material to the Company’s overall results.
|
(b)
|
Unallocated transactions includes 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, as well as the costs incurred in the Class V transaction.
|
(e)
|
Stock-based compensation expense consists of equity awards granted based on the estimated fair value of those awards at grant date.
|
(f)
|
Other corporate expenses includes impairment charges, severance, facility action, and other costs. See Note 8 of the Notes to the Consolidated Financial Statements for additional information on Virtustream impairment charges.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|||||
Infrastructure Solutions Group:
|
|
|
|
|
|
||||||
Servers and networking
|
$
|
17,127
|
|
|
$
|
19,953
|
|
|
$
|
15,533
|
|
Storage
|
16,842
|
|
|
16,767
|
|
|
15,384
|
|
|||
Total ISG net revenue
|
33,969
|
|
|
36,720
|
|
|
30,917
|
|
|||
Client Solutions Group:
|
|
|
|
|
|
||||||
Commercial
|
34,277
|
|
|
30,893
|
|
|
27,507
|
|
|||
Consumer
|
11,561
|
|
|
12,303
|
|
|
11,711
|
|
|||
Total CSG net revenue
|
45,838
|
|
|
43,196
|
|
|
39,218
|
|
|||
VMware:
|
|
|
|
|
|
||||||
Total VMware net revenue
|
10,905
|
|
|
9,741
|
|
|
8,485
|
|
|||
Total segment net revenue
|
$
|
90,712
|
|
|
$
|
89,657
|
|
|
$
|
78,620
|
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
43,829
|
|
|
$
|
42,803
|
|
|
$
|
38,528
|
|
Foreign countries
|
48,325
|
|
|
47,818
|
|
|
40,512
|
|
|||
Total net revenue
|
$
|
92,154
|
|
|
$
|
90,621
|
|
|
$
|
79,040
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Property, plant, and equipment, net:
|
|
|
|
||||
United States
|
$
|
4,322
|
|
|
$
|
4,058
|
|
Foreign countries
|
1,733
|
|
|
1,201
|
|
||
Total property, plant, and equipment, net
|
$
|
6,055
|
|
|
$
|
5,259
|
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,302
|
|
|
$
|
9,676
|
|
Restricted cash - other current assets (a)
|
730
|
|
|
522
|
|
||
Restricted cash - other non-current assets (a)
|
119
|
|
|
42
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
10,151
|
|
|
$
|
10,240
|
|
Accounts receivable, net:
|
|
|
|
||||
Gross accounts receivable
|
$
|
12,578
|
|
|
$
|
12,456
|
|
Allowance for doubtful accounts
|
(94
|
)
|
|
(85
|
)
|
||
Total accounts receivable, net
|
$
|
12,484
|
|
|
$
|
12,371
|
|
Inventories, net:
|
|
|
|
||||
Production materials
|
$
|
1,590
|
|
|
$
|
1,794
|
|
Work-in-process
|
563
|
|
|
702
|
|
||
Finished goods
|
1,128
|
|
|
1,153
|
|
||
Total inventories, net
|
$
|
3,281
|
|
|
$
|
3,649
|
|
Prepaid expenses:
|
|
|
|
||||
Total prepaid expenses (b)
|
$
|
885
|
|
|
$
|
795
|
|
Property, plant, and equipment, net:
|
|
|
|
||||
Computer equipment
|
$
|
6,330
|
|
|
$
|
5,219
|
|
Land and buildings
|
4,700
|
|
|
4,559
|
|
||
Machinery and other equipment
|
3,597
|
|
|
3,829
|
|
||
Total property, plant, and equipment
|
14,627
|
|
|
13,607
|
|
||
Accumulated depreciation and amortization (c)
|
(8,572
|
)
|
|
(8,348
|
)
|
||
Total property, plant, and equipment, net
|
$
|
6,055
|
|
|
$
|
5,259
|
|
Other non-current assets:
|
|
|
|
||||
Deferred and other tax assets
|
$
|
5,960
|
|
|
$
|
654
|
|
Operating lease ROU assets
|
1,780
|
|
|
—
|
|
||
Deferred Commissions
|
998
|
|
|
817
|
|
||
Other
|
1,690
|
|
|
1,364
|
|
||
Total other non-current assets
|
$
|
10,428
|
|
|
$
|
2,835
|
|
(a)
|
Restricted cash includes cash required to be held in escrow pursuant to DFS securitization arrangements and VMware, Inc. restricted cash.
|
(b)
|
Prepaid expenses are included in other current assets in the Consolidated Statements of Financial Position.
|
(c)
|
During the fiscal years ended January 31, 2020, February 1, 2019, and February 2, 2018, the Company recognized $1.3 billion, $1.3 billion, and $1.5 billion, respectively, in depreciation expense. Additionally, during the fiscal years ended January 31, 2020, February 1, 2019, and February 2, 2018, the Company retired $0.8 billion, $0.8 billion, and $1.1 billion, respectively, of fully depreciated property, plant, and equipment.
|
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Accrued and other current liabilities:
|
|
|
|
||||
Compensation
|
$
|
3,717
|
|
|
$
|
3,646
|
|
Income and other taxes
|
1,767
|
|
|
1,396
|
|
||
Sales and marketing programs
|
1,387
|
|
|
1,209
|
|
||
Operating lease liabilities
|
432
|
|
|
—
|
|
||
Warranty liability
|
341
|
|
|
355
|
|
||
Other
|
2,129
|
|
|
1,889
|
|
||
Total accrued and other current liabilities
|
$
|
9,773
|
|
|
$
|
8,495
|
|
Other non-current liabilities:
|
|
|
|
||||
Deferred and other tax liabilities
|
$
|
3,110
|
|
|
$
|
5,527
|
|
Operating lease liabilities
|
1,360
|
|
|
—
|
|
||
Warranty liability
|
155
|
|
|
169
|
|
||
Other
|
758
|
|
|
631
|
|
||
Total other non-current liabilities
|
$
|
5,383
|
|
|
$
|
6,327
|
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Trade Receivables - Allowance for doubtful accounts:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
85
|
|
|
$
|
103
|
|
|
$
|
57
|
|
Provision charged to income statement
|
71
|
|
|
77
|
|
|
60
|
|
|||
Bad debt write-offs
|
(62
|
)
|
|
(95
|
)
|
|
(14
|
)
|
|||
Balance at end of period
|
$
|
94
|
|
|
$
|
85
|
|
|
$
|
103
|
|
|
|
|
|
|
|
||||||
Customer Financing Receivables - Allowance for financing receivable losses:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
136
|
|
|
$
|
145
|
|
|
$
|
143
|
|
Provision charged to income statement
|
107
|
|
|
95
|
|
|
103
|
|
|||
Charge-offs, net of recoveries (a)
|
(94
|
)
|
|
(104
|
)
|
|
(101
|
)
|
|||
Balance at end of period
|
$
|
149
|
|
|
$
|
136
|
|
|
$
|
145
|
|
|
|
|
|
|
|
||||||
Tax Valuation Allowance:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
1,704
|
|
|
$
|
777
|
|
|
$
|
709
|
|
Charged to income tax provision
|
32
|
|
|
927
|
|
|
68
|
|
|||
Charged to other accounts
|
(49
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
1,687
|
|
|
$
|
1,704
|
|
|
$
|
777
|
|
(a)
|
Charge-offs for customer financing receivables includes principal and interest.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Warranty liability:
|
|
|
|
|
|
||||||
Warranty liability at beginning of period
|
$
|
524
|
|
|
$
|
539
|
|
|
$
|
604
|
|
Costs accrued for new warranty contracts and changes in estimates for pre-existing warranties (a) (b)
|
853
|
|
|
856
|
|
|
905
|
|
|||
Service obligations honored
|
(882
|
)
|
|
(871
|
)
|
|
(970
|
)
|
|||
Warranty liability at end of period
|
$
|
496
|
|
|
$
|
524
|
|
|
$
|
539
|
|
Current portion
|
$
|
341
|
|
|
$
|
355
|
|
|
$
|
367
|
|
Non-current portion
|
$
|
155
|
|
|
$
|
169
|
|
|
$
|
172
|
|
(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.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Severance liability:
|
|
|
|
|
|
||||||
Severance liability at beginning of period
|
$
|
146
|
|
|
$
|
175
|
|
|
$
|
416
|
|
Severance charges to provision
|
266
|
|
|
215
|
|
|
159
|
|
|||
Cash paid and other
|
(216
|
)
|
|
(244
|
)
|
|
(400
|
)
|
|||
Severance liability at end of period
|
$
|
196
|
|
|
$
|
146
|
|
|
$
|
175
|
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Severance charges:
|
|
|
|
|
|
||||||
Cost of net revenue
|
$
|
37
|
|
|
$
|
17
|
|
|
$
|
46
|
|
Selling, general, and administrative
|
177
|
|
|
146
|
|
|
46
|
|
|||
Research and development
|
52
|
|
|
52
|
|
|
67
|
|
|||
Total severance charges
|
$
|
266
|
|
|
$
|
215
|
|
|
$
|
159
|
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Interest and other, net:
|
|
|
|
|
|
||||||
Investment income, primarily interest
|
$
|
160
|
|
|
$
|
313
|
|
|
$
|
207
|
|
Gain on investments, net
|
194
|
|
|
342
|
|
|
72
|
|
|||
Interest expense
|
(2,675
|
)
|
|
(2,488
|
)
|
|
(2,406
|
)
|
|||
Foreign exchange
|
(162
|
)
|
|
(206
|
)
|
|
(113
|
)
|
|||
Other
|
(143
|
)
|
|
(131
|
)
|
|
(113
|
)
|
|||
Total interest and other, net
|
$
|
(2,626
|
)
|
|
$
|
(2,170
|
)
|
|
$
|
(2,353
|
)
|
Dell Technologies Inc. (Parent)
|
January 31, 2020
|
|
February 1, 2019
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Other non-current assets
|
$
|
—
|
|
|
$
|
25
|
|
Total assets
|
$
|
—
|
|
|
$
|
25
|
|
Liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
—
|
|
|
$
|
13
|
|
Guarantees of subsidiary obligations (a)
|
945
|
|
|
4,581
|
|
||
Total liabilities
|
945
|
|
|
4,594
|
|
||
Redeemable shares
|
629
|
|
|
1,196
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
||||
Common stock and capital in excess of $0.01 par value
|
16,091
|
|
|
16,114
|
|
||
Treasury stock at cost
|
(65
|
)
|
|
(63
|
)
|
||
Accumulated deficit
|
(16,891
|
)
|
|
(21,349
|
)
|
||
Accumulated other comprehensive income (loss)
|
(709
|
)
|
|
(467
|
)
|
||
Total stockholders’ equity (deficit)
|
(1,574
|
)
|
|
(5,765
|
)
|
||
Total liabilities, redeemable shares, and stockholders’ equity (deficit)
|
$
|
—
|
|
|
$
|
25
|
|
(a)
|
Guarantees of subsidiary obligations represents the capital Dell Technologies Inc. received in excess of the carrying amount of its investments in subsidiaries.
|
|
Fiscal Year Ended
|
||||||||||
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Equity in net loss of subsidiaries attributable to Dell Technologies Inc.
|
$
|
4,643
|
|
|
$
|
(2,042
|
)
|
|
$
|
(2,844
|
)
|
|
|
|
|
|
|
||||||
Parent - Total operating expense (a)
|
(21
|
)
|
|
(273
|
)
|
|
—
|
|
|||
Parent - Interest and other, net
|
—
|
|
|
(20
|
)
|
|
(2
|
)
|
|||
Parent - Income tax expense (benefit) (a)
|
6
|
|
|
(25
|
)
|
|
3
|
|
|||
Parent - Loss before equity in net income of subsidiaries
|
$
|
(27
|
)
|
|
$
|
(268
|
)
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
||||||
Consolidated net income (loss) attributable to Dell Technologies Inc.
|
4,616
|
|
|
(2,310
|
)
|
|
(2,849
|
)
|
|||
Other comprehensive income (loss) of subsidiaries attributable to Dell Technologies Inc.
|
(242
|
)
|
|
(539
|
)
|
|
725
|
|
|||
Comprehensive income (loss) attributable to Dell Technologies Inc.
|
$
|
4,374
|
|
|
$
|
(2,849
|
)
|
|
$
|
(2,124
|
)
|
(a)
|
During the fiscal years ended January 31, 2020 and February 1, 2019, the operating expense and the associated income tax expense (benefit) were primarily related to the costs incurred in the Class V transaction described in Note 14 of the Notes to the Consolidated Financial Statements.
|
|
Fiscal Year Ended
|
||||||||||
Dell Technologies Inc. (Parent)
|
January 31, 2020
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||
|
(in millions)
|
||||||||||
Change in cash from operating activities
|
$
|
(21
|
)
|
|
$
|
(274
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Transfer (to)/from subsidiary
|
(308
|
)
|
|
14,360
|
|
|
640
|
|
|||
Change in cash from investing activities
|
(308
|
)
|
|
14,360
|
|
|
640
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Share repurchases for tax withholdings of equity awards
|
(6
|
)
|
|
(28
|
)
|
|
(33
|
)
|
|||
Proceeds from the issuance of common stock
|
350
|
|
|
2
|
|
|
1
|
|
|||
Repurchases of Class V Common Stock
|
—
|
|
|
(14,000
|
)
|
|
(723
|
)
|
|||
Repayments of debt
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|||
Other
|
(2
|
)
|
|
(47
|
)
|
|
(6
|
)
|
|||
Change in cash from financing activities
|
329
|
|
|
(14,086
|
)
|
|
(761
|
)
|
|||
Change in cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(123
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of the period
|
—
|
|
|
—
|
|
|
123
|
|
|||
Cash, cash equivalents, and restricted cash at end of the period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal 2020
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net revenue
|
$
|
21,908
|
|
|
$
|
23,370
|
|
|
$
|
22,844
|
|
|
$
|
24,032
|
|
Gross margin
|
$
|
6,797
|
|
|
$
|
7,326
|
|
|
$
|
7,126
|
|
|
$
|
7,684
|
|
Net income attributable to Dell Technologies Inc.
|
$
|
293
|
|
|
$
|
3,416
|
|
|
$
|
499
|
|
|
$
|
408
|
|
Earnings per share attributable to Dell Technologies Inc. - basic
|
$
|
0.41
|
|
|
$
|
4.75
|
|
|
$
|
0.69
|
|
|
$
|
0.56
|
|
Earnings per share attributable to Dell Technologies Inc. - diluted
|
$
|
0.38
|
|
|
$
|
4.47
|
|
|
$
|
0.66
|
|
|
$
|
0.54
|
|
|
Fiscal 2019
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4 (a)
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net revenue
|
$
|
21,356
|
|
|
$
|
22,942
|
|
|
$
|
22,482
|
|
|
$
|
23,841
|
|
Gross margin
|
$
|
5,878
|
|
|
$
|
6,123
|
|
|
$
|
5,943
|
|
|
$
|
7,109
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Class V Common Stock
|
$
|
470
|
|
|
$
|
320
|
|
|
$
|
165
|
|
|
$
|
240
|
|
Net loss attributable to DHI Group
|
(1,106
|
)
|
|
(819
|
)
|
|
(1,041
|
)
|
|
(539
|
)
|
||||
Net loss attributable to Dell Technologies Inc.
|
$
|
(636
|
)
|
|
$
|
(499
|
)
|
|
$
|
(876
|
)
|
|
$
|
(299
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share attributable to Dell Technologies Inc. - basic:
|
|
|
|
|
|
|
|
||||||||
Class V Common Stock - basic
|
$
|
2.36
|
|
|
$
|
1.61
|
|
|
$
|
0.83
|
|
|
$
|
1.21
|
|
DHI Group - basic
|
$
|
(1.95
|
)
|
|
$
|
(1.44
|
)
|
|
$
|
(1.84
|
)
|
|
$
|
(0.86
|
)
|
Earnings (loss) per share attributable to Dell Technologies Inc. - diluted:
|
|
|
|
|
|
|
|
||||||||
Class V Common Stock - diluted
|
$
|
2.33
|
|
|
$
|
1.58
|
|
|
$
|
0.81
|
|
|
$
|
1.19
|
|
DHI Group - diluted
|
$
|
(1.95
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
(1.84
|
)
|
|
$
|
(0.86
|
)
|
(a)
|
For the three months ended February 1, 2019, net income attributable to the Class V Common Stock represents net income attributable to the Class V Group from November 3, 2018 to December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.
|
•
|
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.
|
(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 20 and Note 21 of the Notes to the Consolidated Financial Statements under “Part II — Item 8 — Financial Statements and Supplementary Data”:
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101 .INS††
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101 .SCH††
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
101 .CAL††
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101 .DEF††
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101 .LAB††
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101 .PRE††
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104
|
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).
|
†
|
|
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/ LYNN VOJVODICH
|
|
Director
|
Lynn Vojvodich
|
|
|
|
|
|
/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)
|
Michael S. Dell and Susan Lieberman Dell Separate Property Trust (collectively, the “MD Stockholders”);
|
(b)
|
MSDC Denali Investors, L.P., a Delaware limited partnership, and MSDC Denali EIV, LLC, a Delaware limited liability company (collectively, the “MSD Partners Stockholders”);
|
(c)
|
SL SPV-2, L.P., a Delaware limited partnership, Silver Lake Partners IV, L.P., a Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a Delaware limited partnership, Silver Lake Partners V DE (AIV), L.P., a Delaware limited partnership, Silver Lake Technology Investors V, L.P., a Delaware limited partnership, and SLP Denali Co-Invest, L.P., a Delaware limited partnership (collectively, the “SLP Stockholders”); and
|
(d)
|
Venezio Investments Pte. Ltd., a Singapore corporation (the “Temasek Stockholder”).
|
•
|
600,000,000 shares of Class A common stock (the “Class A Common Stock”);
|
•
|
200,000,000 shares of Class B common stock (the “Class B Common Stock”);
|
•
|
100,000,000 shares of Class D common stock (the “Class D Common Stock”); and
|
•
|
343,025,308 shares of Class V common stock (the “Class V Common Stock”).
|
•
|
each holder of record of the Class A Common Stock is entitled to 10 votes per share;
|
•
|
each holder of record of the Class B Common Stock is entitled to 10 votes per share; and
|
•
|
each holder of record of the Class D Common Stock is not entitled to vote on any matter except to the extent required by the provisions of Delaware law, in which case such holder is entitled to one vote per share.
|
•
|
any amendment, alteration or repeal (including by merger, consolidation or otherwise by operation of law) of Article V or Article VI of the Company certificate (which relate, among other matters, to the authorized capital stock, liquidation, voting and conversion rights, and the size and structure of the Board of Directors); and
|
•
|
for so long as Michael Dell and Susan Lieberman Dell Separate Property Trust (the “MD stockholders”) or certain investment funds affiliated with Silver Lake Partners (the “SLP stockholders”) own any common stock, any amendment, alteration or repeal (including by merger, consolidation or otherwise by operation of law) of Article X, Article VI or paragraph (b) of Article XII of the Company certificate (which relate, among other matters, to indemnification of directors and officers, the size and structure of the Board of Directors and the required vote for any amendments to the provisions of the Company certificate set forth above).
|
•
|
any derivative action or proceeding brought on behalf of the Company;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by any director or officer or stockholder of the Company to the Company or the Company’s stockholders;
|
•
|
any action asserting a claim against the Company or any director or officer or stockholder of the Company arising pursuant to any provision of the DGCL or of the Company certificate or Company bylaws; or
|
•
|
any action asserting a claim against the Company or any director or officer or stockholder of the Company governed by the internal affairs doctrine.
|
•
|
limitations on who may call special meetings of stockholders;
|
•
|
advance notice requirements for nominations of candidates for election to the Board of Directors and for proposals for other business;
|
•
|
the authorization of 1,000,000 shares of “blank check” preferred stock, which could be issued by the Board of Directors without approval of the holders of the common stock to persons friendly to the Company’s management, thereby protecting the continuity of the Company’s management, or which could be used to dilute the stock ownership of persons seeking to obtain control of the Company;
|
•
|
the requirement that any stockholder written consent be signed by holders of a majority of the Company’s common stock beneficially owned by the MD stockholders and holders of a majority of the Company’s common stock beneficially owned by the SLP stockholders; and
|
•
|
the requirement described above that (1) the holders of the Class A Common Stock, voting separately as a series, (2) the holders of the Class B Common Stock, voting separately as a series, and (3) the MD stockholders and SLP stockholders, in each case, so long as they own any common stock, approve amendments to certain provisions of the Company certificate, including provisions related to authorized capital stock and the size and structure of the Board of Directors.
|
Company Name
|
Country
|
3401 Hillview LLC
|
United States
|
900 West Park Drive LLC
|
United States
|
A.W.S. Holding, LLC
|
United States
|
AetherPal (INDIA) Private Limited
|
India
|
AetherPal Inc.
|
United States
|
AirWatch LLC
|
United States
|
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
|
CloudHealth Technologies (Singapore) Pte. Ltd.
|
Singapore
|
CloudHealth Technologies Australia Pty. Ltd.
|
Australia
|
CloudHealth Technologies France SARL
|
France
|
CloudHealth Technologies Germany GmbH
|
Germany
|
CloudHealth Technologies UK Ltd.
|
United Kingdom
|
CloudHealth Technologies, LLC
|
United States
|
Conchango Limited
|
United Kingdom
|
Credant Technologies International, Inc.
|
United States
|
Credant Technologies, Inc.
|
United States
|
Data Domain International III LLC
|
United States
|
Data Domain LLC
|
United States
|
Data General International Inc.
|
United States
|
DCC Executive Security Inc.
|
United States
|
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 - Dalian Branch
|
China
|
Dell (China) Company Limited - Guangzhou Branch
|
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 Holdings Pte. Ltd.
|
Singapore
|
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 - Curitiba Branch
|
Brazil
|
Dell Computadores do Brasil - Hortolandia/SP Branch (A)
|
Brazil
|
Dell Computadores do Brasil - Hortolandia/SP Branch (B)
|
Brazil
|
Dell Computadores do Brasil - Porto Alegre Branch
|
Brazil
|
Dell Computadores do Brasil - Sao Paulo Branch (Avenida Prestes Maia)
|
Brazil
|
Dell Computadores do Brasil - Sao Paulo Branch (Rua James Joule)
|
Brazil
|
Dell Computadores do Brasil - Sao Paulo Branch (Rua Verbo Divino)
|
Brazil
|
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 Group Holdings L.L.C.
|
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 Finance Trust 2018-1
|
United States
|
Dell Equipment Finance Trust 2018-2
|
United States
|
Dell Equipment Finance Trust 2019-1
|
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 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 XII L.L.C.
|
United States
|
Dell Global Holdings XIV L.L.C.
|
United States
|
Dell Global Holdings XV L.L.C.
|
United States
|
Dell GmbH
|
Germany
|
Dell GmbH - Munich Branch
|
Germany
|
Dell Guatemala, Ltda.
|
Guatemala
|
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 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
|
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 Teknoloji Limited Sirketi
|
Turkey
|
Dell Teknoloji Limited Sirketi - Ankara Branch
|
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 Australia Pty Limited
|
Australia
|
EMC Brasil Serviços De Ti LTDA.
|
Brazil
|
EMC Brasil Serviços De Ti LTDA. - Rio de Janeiro/RJ Branch
|
Brazil
|
EMC Brasil Serviços De Ti LTDA. - Sau Paulo/SP Branch
|
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 (“Rep Office in Egypt”)
|
Egypt
|
EMC Computer Systems Austria GmbH - Abu Dhabi
|
United Arab Emirates
|
EMC Computer Systems Austria GmbH – Representative Office Skopje
|
Macedonia
|
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 ("Saudi Arabia" branch)
|
Saudi Arabia
|
EMC Computer Systems Austria GmbH (“Branch in Kenya”)
|
Kenya
|
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 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 2
|
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 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 L.L.C.
|
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 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
|
Heptio LLC
|
United States
|
Heptio UK Limited
|
United Kingdom
|
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
|
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
|
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
|
PT VMware Software Indonesia
|
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
|
Representative Office of EMC Computer Systems Austria GmbH in Belgrade
|
Serbia
|
RSA Federal LLC
|
United States
|
RSA Security B.V. India Liaison Office
|
India
|
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
|
Sichuan An Cheng Security Technology Company
|
China
|
Taiwan VMware Information Technology LLC
|
Taiwan
|
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 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 K.K.
|
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 Unlimited Company
|
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 Global, Inc. Zweigniederlassung Deutschland
|
Germany
|
VMware Hong Kong Limited
|
Hong Kong
|
VMware Information Technology (China) Co. Ltd.
|
China
|
VMware Information Technology (China) Co. Ltd. - Beijing Branch
|
China
|
VMware Information Technology (China) Co. Ltd. - Guangzhou Branch
|
China
|
VMware Information Technology (China) Co. Ltd. - Shanghai Branch
|
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 Mexico S. de R.L. de C.V.
|
Mexico
|
VMware Middle East FZ-LLC
|
United Arab Emirates
|
VMware Netherlands B.V.
|
Netherlands
|
VMware NZ Company
|
New Zealand
|
VMware Rus LLC
|
Russian Federation
|
VMware Saudi Limited
|
Saudi Arabia
|
VMware Singapore Pte. Ltd.
|
Singapore
|
VMware Software e Serviços Brasil Ltda.
|
Brazil
|
VMware Software India Private Limited
|
India
|
VMware South Africa (Pty) Ltd
|
South Africa
|
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
|
Waltham Ventures LLC
|
United States
|
Wanova Technologies Ltd.
|
Israel
|
Wyse International L.L.C.
|
United States
|
Wyse Technology GmbH
|
Germany
|
Wyse Technology International B.V.
|
Netherlands
|
Wyse Technology L.L.C.
|
United States
|
XtremlO Ltd.
|
Israel
|
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 27, 2020
|
|
/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.
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March 27, 2020
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/s/ THOMAS W. SWEET
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Thomas W. Sweet
|
|
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Executive Vice President and Chief Financial Officer
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March 27, 2020
|
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/s/ MICHAEL S. DELL
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Michael S. Dell
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Chairman and Chief Executive Officer
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March 27, 2020
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/s/ THOMAS W. SWEET
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|
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Thomas W. Sweet
|
|
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Executive Vice President and Chief Financial Officer
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