What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-03-25 compared with 2023-03-30 · 581 added, 646 removed, 1629 unchanged (43% of the section changed)

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board ID:

Consolidated Statements of Financial Position as of Febru ary 3 , 202 3 and January 28, 2022

Consolidated Statements of Income for the fiscal yea rs ended Fe bruary 3 , 202 3 , January 28, 2022 , a nd January 29, 2021

Consolidated Statements of Comprehensive Income for the f iscal years ended February 3, 2023, January 28, 2022 , and January 29, 2021

Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2023 , January 28, 2022 , and January 29, 2021

Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 3, 2023, January 28, 2022 , and January 29, 2021

Consolidated Statements of Financial Position as of February 2, 2024 and February 3, 2023

Consolidated Statements of Income for the fiscal years ended February 2 , 202 4, February 3, 2023, and January 28 , 2022

Consolidated Statements of Comprehensive Income for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022

Consolidated Statements of Cash Flows for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022

Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022

Notes to the Consolidated Financial Statements

Note 1 — Basis of Presentation

Note 2 — Description of Business and Summary of Significant Accounting Policies

Note 1 — Overview and Basis of Presentation

Note 2 — Summary of Significant Accounting Policies

Note 3 — Discontinued Operations

15 unchanged sentences

Note 1 9 — Segment Information

Note 20 — Supplemental Consolidated Financial Information

Note 20 — Related Party Transactions

Note 21 — Supplemental Consolidated Financial Information

Note 22 — Government Assistance

4 unchanged sentences

We have audited the accompanying consolidated statements of financial position of Dell Technologies Inc.

and its subsidiaries (the “Company”) as of February 3, 2023 and January 28, 2022, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended February 3, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of February 2, 2024 and February 3, 2023, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended February 2, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of February 2, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2023 and January 28, 2022, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2023 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 2, 2024 and February 3, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2024 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 2, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

40 unchanged sentences

(in millions)

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

Current assets:

1 unchanged sentence

Accounts receivable, net of allowance of $ 71 and $ 78

12,482 12,912

Due from related party, net — 378

26 unchanged sentences

Common stock and capital in excess of $ 0.01 par value (Note 15)

$ 8,926 $ 8,424

Treasury stock at cost ( 5,900 ) ( 3,813 )

11 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

Products $ 64,353 $ 79,250 $ 79,830

14 unchanged sentences

Income tax expense 692 803 981

Net income from continuing operations 2,422 4,942 2,245

Net income 3,195 2,422 4,942

Income from discontinued operations, net of income taxes (Note 3)

18 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

Net income $ 3,195 $ 2,422 $ 5,707

2 unchanged sentences

Cash flow hedges:

Change in unrealized gains (losses) 354 374 ( 200 )

Change in unrealized gains 85 354 374

Reclassification adjustment for net (gains) losses included in net income 107 ( 705 ) ( 158 )

1 unchanged sentence

Pension and other postretirement plans:

Recognition of actuarial net gains (losses) from pension and other postretirement plans 1 37 ( 38 )

Recognition of actuarial net gains from pension and other postretirement plans 15 1 37

Reclassification adjustments for net losses from pension and other postretirement plans 2 1 7

Net change in actuarial net gains (losses) from pension and other postretirement plans 2 44 ( 33 )

Net change in actuarial net gains from pension and other postretirement plans 17 2 44

Total other comprehensive income (loss), net of tax expense (benefit) of $ 15 , $( 17 ), and $ 30 , respectively

8 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions;

continued on next page)

(in millions, continued on next page)

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

Cash flows from operating activities:

15 unchanged sentences

Cash flows from investing activities:

Purchases of equity and other investments ( 94 ) ( 256 ) ( 162 )

Purchases of held-to-maturity investments ( 14 ) ( 158 ) ( 176 )

Maturities and sales of equity and other investments 116 513 169

Purchases of investments ( 172 ) ( 108 ) ( 414 )

Maturities and sales of investments 226 116 513

Capital expenditures and capitalized software development costs ( 2,756 ) ( 3,003 ) ( 2,796 )

8 unchanged sentences

Proceeds from the issuance of common stock 10 5 334

Repurchases of parent common stock (b)

( 3,272 ) ( 663 ) ( 241 )

Repurchases of subsidiary common stock ( 9 ) ( 1,175 ) ( 1,363 )

Repurchases of common stock ( 2,080 ) ( 2,883 ) ( 1,496 )

Repurchases of common stock for employee tax withholdings ( 372 ) ( 398 ) ( 342 )

Net transfer of cash, cash equivalents, and restricted cash to VMware, Inc.

— — ( 5,052 )

Payments of dividends to stockholders ( 964 ) — —

Payments of dividends and dividend equivalents ( 1,072 ) ( 964 ) —

Proceeds from debt 7,775 12,479 20,425

4 unchanged sentences

(a) During the fiscal year ended January 28, 2022, other, net, includes $ 4.0 billion pre-tax gain on the sale of Boomi.

(b) Common stock repurchases are inclusive of employee tax withholding on stock-based compensation.

The accompanying notes are an integral part of these Consolidated Financial Statements.

2 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 186 ) ( 104 ) ( 106 )

Change in cash, cash equivalents, and restricted cash ( 1,387 ) ( 1,188 ) ( 5,102 )

Cash, cash equivalents, and restricted cash at beginning of the period, including cash attributable to discontinued operations 10,082 15,184 10,151

Cash, cash equivalents, and restricted cash at end of the period, including cash attributable to discontinued operations 8,894 10,082 15,184

Cash, cash equivalents, and restricted cash attributable to discontinued operations — — 4,770

Cash, cash equivalents, and restricted cash from continuing operations $ 8,894 $ 10,082 $ 10,414

Cash, cash equivalents, and restricted cash at beginning of the period 8,894 10,082 15,184

Cash, cash equivalents, and restricted cash at end of the period $ 7,507 $ 8,894 $ 10,082

Income tax paid $ 1,379 $ 1,208 $ 1,257

9 unchanged sentences

Balances as of January 29, 2021 761 $ 16,849 8 $ ( 305 ) $ ( 13,751 ) $ ( 314 ) $ 2,479 $ 5,074 $ 7,553

Adjustment for adoption of accounting standards — — — — ( 110 ) — ( 110 ) — ( 110 )

Net income — — — — 5,563 — 5,563 144 5,707

3 unchanged sentences

Issuance of common stock, net of shares repurchased for employee tax withholding 16 22 — — — — 22 — 22

16 178 — — — — 178 — 178

Stock-based compensation expense — 777 — — — — 777 845 1,622

2 unchanged sentences

Impact from equity transactions of non-controlling interests — ( 60 ) — — — — ( 60 ) ( 823 ) ( 883 )

Balances as of January 29, 2021

Dividends paid by VMware, Inc.

to non-controlling interests — — — — — — — ( 2,240 ) ( 2,240 )

Spin-off of VMware, Inc.

— ( 10,162 ) — — — 8 ( 10,154 ) ( 2,895 ) ( 13,049 )

Balances as of January 28, 2022 777 $ 7,898 20 $ ( 964 ) $ ( 8,188 ) $ ( 431 ) $ ( 1,685 ) $ 105 $ ( 1,580 )

The accompanying notes are an integral part of these Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(in millions;

continued on next page )

in millions, except per share amounts )

Common Stock and Capital in Excess of Par Value Treasury Stock

2 unchanged sentences

Balances as of January 28, 2022 777 $ 7,898 20 $ ( 964 ) $ ( 8,188 ) $ ( 431 ) $ ( 1,685 ) $ 105 $ ( 1,580 )

Net income (loss) — — — — 2,442 — 2,442 ( 20 ) 2,422

Dividends and dividend equivalents declared ($ 1.32 per common share)

— — — — ( 986 ) — ( 986 ) — ( 986 )

Net income — — — — 5,563 — 5,563 144 5,707

Foreign currency translation adjustments — — — — — ( 221 ) ( 221 ) ( 1 ) ( 222 )

2 unchanged sentences

Issuance of common stock, net of shares repurchased for employee tax withholding 21 ( 383 ) — — — — ( 383 ) — ( 383 )

16 22 — — — — 22 — 22

Stock-based compensation expense — 895 — — — — 895 36 931

Treasury stock repurchases — — 62 ( 2,849 ) — — ( 2,849 ) — ( 2,849 )

Revaluation of redeemable shares — 472 — — — — 472 — 472

Impact from equity transactions of non-controlling interests — 14 — — — — 14 ( 23 ) ( 9 )

Dividends paid by VMware, Inc.

to non-controlling interests — — — — — — — ( 2,240 ) ( 2,240 )

Spin-off of VMware, Inc.

— ( 10,162 ) — — — 8 ( 10,154 ) ( 2,895 ) ( 13,049 )

Balances as of January 28, 2022

777 $ 7,898 20 $ ( 964 ) $ ( 8,188 ) $ ( 431 ) $ ( 1,685 ) $ 105 $ ( 1,580 )

Balances as of February 3, 2023 798 $ 8,424 82 $ ( 3,813 ) $ ( 6,732 ) $ ( 1,001 ) $ ( 3,122 ) $ 97 $ ( 3,025 )

The accompanying notes are an integral part of these Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

in millions )

in millions, except per share amounts )

Common Stock and Capital in Excess of Par Value Treasury Stock

1 unchanged sentence

Stockholders’ Equity (Deficit) Non-Controlling Interests Total Stockholders’ Equity (Deficit)

Balances as of January 28, 2022

777 $ 7,898 20 $ ( 964 ) $ ( 8,188 ) $ ( 431 ) $ ( 1,685 ) $ 105 $ ( 1,580 )

Balances as of February 3, 2023 798 $ 8,424 82 $ ( 3,813 ) $ ( 6,732 ) $ ( 1,001 ) $ ( 3,122 ) $ 97 $ ( 3,025 )

Net income (loss) — — — — 3,211 — 3,211 ( 16 ) 3,195

5 unchanged sentences

Issuance of common stock, net of shares repurchased for employee tax withholding 23 ( 356 ) — — — — ( 356 ) — ( 356 )

21 ( 383 ) — — — — ( 383 ) — ( 383 )

Stock-based compensation expense — 843 — — — — 843 35 878

2 unchanged sentences

Balances as of February 2, 2024 821 $ 8,926 116 $ ( 5,900 ) $ ( 4,630 ) $ ( 800 ) $ ( 2,404 ) $ 95 $ ( 2,309 )

798 $ 8,424 82 $ ( 3,813 ) $ ( 6,732 ) $ ( 1,001 ) $ ( 3,122 ) $ 97 $ ( 3,025 )

The accompanying notes are an integral part of these Consolidated Financial Statements.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BASIS OF PRESENTATION

NOTE 1 — OVERVIEW AND BASIS OF PRESENTATION

Dell Technologies is a leading global end-to-end technology provider that designs, develops, manufactures, markets, sells, and supports a wide range of comprehensive and integrated solutions, products, and services.

Dell Technologies offerings include servers and networking, storage, cloud solutions, desktops, notebooks, services, software, branded peripherals, and third-party software and peripherals.

References in these Notes to the Consolidated Financial Statements to the “Company” or “Dell Technologies” mean Dell Technologies Inc.

2 unchanged sentences

The Company’s fiscal year is the 52- or 53-week period ending on the Friday nearest January 31.

The fiscal years ended February 2, 2024 and January 28, 2022 were 52-week periods.

The fiscal year ended February 3, 2023 was a 53-week period.

The fiscal years ended January 28, 2022 and January 29, 2021 were 52-week periods.

Spin-Off of VMware, Inc.

— On November 1, 2021, the Company completed its spin-off of VMware, Inc.

VMW) (individually and together with its consolidated subsidiaries, “VMware”) by means of a special stock dividend (the “VMware Spin-off”).

The VMware Spin-off was effectuated pursuant to a Separation and Distribution Agreement, dated as of April 14, 2021, between Dell Technologies and VMware (the “Separation and Distribution Agreement”).

Pursuant to the Commercial Framework Agreement (the “CFA”) between Dell Technologies and VMware, Dell Technologies continues to act as a distributor of VMware’s standalone products and services and purchase such products and services for resale to customers.

Dell Technologies also continues to integrate VMware’s products and services with Dell Technologies’ offerings and sell them to customers.

The results of such operations are presented as continuing operations within the Company’s Consolidated Statements of Income for all periods presented.

In accordance with applicable accounting guidance, the results of VMware, excluding Dell Technologies' resale of VMware offerings, are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented prior to the completion of the VMware Spin-off.

The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

See Note 3 of the Notes to the Consolidated Financial Statements for additional information on the VMware Spin-off.

— On November 1, 2021, the Company completed its spin-off of VMware LLC (formerly VMware, Inc.

and individually and together with its consolidated subsidiaries, “VMware”) by means of a special stock dividend (the “VMware Spin-off”).

The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations for the fiscal year ended January 28, 2022.

See Note 3, Note 19, and Note 20 of the Notes to the Consolidated Financial Statements for additional information about the VMware Spin-off and recent developments in the Company’s relationship with VMware.

Boomi Divestiture — On October 1, 2021, Dell Technologies completed the sale of Boomi, Inc.

2 unchanged sentences

The Company ultimately recorded a $ 3.0 billion gain, net of $ 1.0 billion in tax expense.

Prior to the divestiture, Boomi’s operating results were included within other businesses and the divestiture did not qualify for presentation as a discontinued operation.

RSA Security Divestiture — On September 1, 2020, Dell Technologies completed the sale of RSA Security LLC (“RSA Security”) for total cash consideration of approximately $ 2.1 billion, resulting in a pre-tax gain on sale of $ 338 million.

The Company ultimately recorded a $ 21 million loss, net of $ 359 million in tax expense due to the relatively low tax basis for the assets sold, particularly goodwill.

Prior to the divestiture, RSA Security’s operating results were included within other businesses and the divestiture did not qualify for presentation as a discontinued operation.

Secureworks — As of February 3, 2023 and January 28, 2022, the Company held approximately 82.6 % and 83.9 %, respectively, of the outstanding equity interest in Secureworks, excluding restricted stock awards (“RSAs”), and approximately 82.6 % and 83.1 %, respectively, of the equity interest, including RSAs.

The portion of the results of operations of Secureworks allocable to its other owners is shown as net income (loss) attributable to the non-controlling interests in the Consolidated Statements of Income, as an adjustment to net income attributable to Dell Technologies stockholders.

The non-controlling interests’ share of equity in Secureworks is reflected as a component of the non-controlling interests in the Consolidated Statements of Financial Position and was $ 97 million and $ 105 million as of February 3, 2023 and January 28, 2022, respectively.

Other Events — During the fiscal year ended February 3, 2023, Dell Technologies recognized $ 171 million in costs associated with exiting the Company’s business in Russia, primarily related to asset impairments and other exit related costs.

Prior to the divestiture, Boomi’s operating results were included within other businesses.

The divestiture did not qualify for presentation as a discontinued operation.

Secureworks — As of February 2, 2024 and February 3, 2023, the Company held approximately 81.0 % and 82.6 % , respectively, of the outstanding equity interest in SecureWorks Corp.

(“Secureworks”).

The portion of the results of operations of Secureworks allocable to its other owners is shown as net loss attributable to non-controlling interests in the Consolidated Statements of Income, as an adjustment to net income attributable to Dell Technologies stockholders.

The non-controlling interests’ share of equity in Secureworks is reflected as non-controlling interests in the Consolidated Statements of Financial Position and wa s $ 95 million and $ 97 million as of February 2, 2024 and February 3, 2023, respectively.

Other Events — On July 12, 2023, the Company entered into a definitive agreement with Comenity Capital Bank, a subsidiary of Bread Financial Holdings, Inc.

(“Bread”), to establish a new consumer revolving financing program, operated as the “Dell Pay Credit” program, under which transactions are originated, owned, serviced, and collected by Bread.

Under the agreement, the Company also agreed to sell its U.S.

consumer revolving customer receivables portfolio.

On October 4, 2023, the parties closed the sale for total cash consideration of approximately $ 390 million and the Company recognized an immaterial gain within the Consolidated Statements of Income.

Upon completion of the sale, the Company derecognized transferred receivables, net of $ 380 million from the Consolidated Statements of Financial Position.

The Company has no continuing involvement with these receivables, which are serviced by Bread.

See Note 6 of the Notes to the Consolidated Financial Statements for more information.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 — DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business — Dell Technologies is a leading global end-to-end technology provider that designs, develops, manufactures, markets, sells, and supports a wide range of comprehensive and integrated solutions, products, and services.

Dell Technologies offerings include servers and networking, storage, cloud solutions, desktops, notebooks, services, software, and third-party software and peripherals.

Principles of Consolidation — These Consolidated Financial Statements include the accounts of Dell Technologies and its wholly-owned subsidiaries, as well as the accounts of Secureworks, which, as indicated above, is majority-owned by Dell Technologies, and VMware through the date of the VMware Spin-off.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — These Consolidated Financial Statements include the accounts of Dell Technologies and its wholly-owned subsidiaries, as well as the accounts of Secureworks, which, as indicated in Note 1 of the Notes to the Consolidated Financial Statements, is majority-owned by Dell Technologies, and VMware through the date of the VMware Spin-off.

All intercompany transactions have been eliminated.

6 unchanged sentences

Actual results could differ materially from those estimates.

Cash and Cash Equivalents — All highly liquid investments, including credit card receivables due from banks, with original maturities of 90 days or less at date of purchase, are reported at fair value and are considered to be cash equivalents.

All other investments not considered to be cash equivalents are separately categorized as investments.

Investments — The Company has strategic investments in equity securities as well as investments in fixed-income debt securities.

Cash and Cash Equivalents — All highly liquid investments with original maturities of 90 days or less at date of purchase are reported at fair value and are considered to be cash equivalents.

Credit card receivables are classified as either cash and cash equivalents or receivables depending on the nature of the payment terms.

Investments — The Company has strategic investments in equity and other securities as well as investments in fixed-income debt securities.

All equity and other securities and long-term fixed income debt securities are recorded as long-term investments in the Consolidated Statements of Financial Position.

6 unchanged sentences

The Company intends to hold the fixed-income debt securities to maturity.

Allowance for Expected Credit Losses — The Company recognizes an allowance for losses on accounts receivable in an amount equal to the current expected credit losses.

Allowance for Expected Credit Losses on Accounts Receivable — The Company recognizes an allowance for losses on accounts receivable in an amount equal to the current expected credit losses.

The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging, and management’s assessment of current conditions and reasonable and supportable expectation of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible.

42 unchanged sentences

All other leases that do not meet the definition of a sales-type lease or direct financing lease are classified as operating leases.

The underlying asset in an operating lease arrangement is carried at depreciated cost as “Equipment under operating leases” within Property, plant, and equipment, net on the Consolidated Statements of Financial Position.

The underlying asset in an operating lease arrangement is carried at depreciated cost as “Assets in a customer contract” within Property, plant, and equipment, net on the Consolidated Statements of Financial Position.

Depreciation is calculated using the straight-line method over the term of the underlying lease contract and is recognized as cost of net revenue.

3 unchanged sentences

The Company recognizes variable lease income to product revenue generally as earned.

Impairment of equipment under operating leases is assessed on the same basis as other long-lived assets.

Accounting for Fixed-Term Loans — On commencement of fixed-term loans, the Company may recognize profit up-front or over time depending on the product or service offering, and amounts due from the customer under the loan agreement are recognized as financing receivables on the Consolidated Statements of Financial Position.

Impairment of assets in a customer contract is assessed on the same basis as other long-lived assets.

Accounting for Fixed-Term Loans — For fixed-term loans, the Company may recognize profit up-front upon commencement or over time depending on the product or service offering.

Amounts due from the customer under the loan agreement are recognized as financing receivables on the Consolidated Statements of Financial Position.

The Company generally recognizes interest income to product revenue based on the effective interest method and expenses deferred initial direct costs on a straight-line basis over the loan term.

3 unchanged sentences

The portfolio segments are further segregated into classes based on products, customer type, and credit risk evaluation.

(i) Revolving — Dell Preferred Account (“DPA”);

(ii) Revolving — Dell Business Credit (“DBC”);

and (iii) Fixed-term — Consumer and Commercial.

Fixed-term leases and loans are offered to qualified small and medium-sized businesses, large commercial accounts, governmental organizations, and educational entities.

Fixed-term loans are also offered to qualified individual consumers.

Revolving loans are offered under private label credit financing programs.

The DPA revolving loan programs are primarily offered to individual consumers and the DBC revolving loan programs are primarily offered to small and medium-sized business customers.

Revolving loans offered under a private label credit financing program, referred to as Dell Business Credit (“DBC”), are primarily offered to small and medium-sized business customers.

The Company retains a residual interest in equipment leased under its fixed-term lease programs.

The amount of the residual interest is established at the inception of the lease based upon estimates of the value of the equipment at the end of the lease term using historical studies, industry data, and future value-at-risk demand valuation methods.

Allowance for Financing Receivables Losses — The Company recognizes an allowance for financing receivable losses, including both the lease receivable and unguaranteed residual, in an amount equal to the expected losses net of recoveries.

The allowance for financing receivable losses on the lease receivable is determined based on various factors, including lifetime expected losses determined using macroeconomic forecast assumptions and management judgments applicable to and through the expected life of the portfolios as well as past due receivables, receivable type, and customer risk profile.

Both fixed and revolving financing receivable loss rates are affected by macroeconomic conditions, including the level of gross domestic product (“GDP”) growth, the level of commercial capital equipment investment, unemployment rates, and the credit quality of the borrower.

Allowance for Financing Receivables Losses — The Company recognizes an allowance for financing receivables losses, including both the lease receivable and unguaranteed residual, in an amount equal to the expected losses net of recoveries.

The allowance for financing receivables losses on the lease receivable is determined based on various factors, including lifetime expected losses determined using macroeconomic forecast assumptions and management judgments applicable to and through the expected life of the portfolios as well as past due receivables, receivable type, and customer risk profile.

Both fixed and revolving financing receivables loss rates are affected by macroeconomic conditions, including the level of gross domestic product (“GDP”) growth, the level of commercial capital equipment investment, unemployment rates, and the credit quality of the borrower.

Generally, expected credit losses as a result of residual value risk on equipment under lease are not considered to be significant primarily because of the existence of a secondary market with respect to the equipment.

13 unchanged sentences

The asset securitizations in the SPEs are accounted for as secured borrowings.

Inventories — The Company generally records inventory on the Consolidated Statements of Financial Position when legal title and risk of loss has passed to the Company for items that are held for sale in the ordinary course of business, that are in process of production for sale, or that will be consumed in the production of goods or services that will be held for sale.

Inventories — The Company generally records inventory on the Consolidated Statements of Financial Position when legal title and risk of loss have passed to the Company for items that are held for sale in the ordinary course of business, that are in process of production for sale, or that will be consumed in the production of goods or services that will be held for sale.

Inventories are stated at the lower of cost or net realizable value, with cost being determined on a first-in, first-out basis.

5 unchanged sentences

Estimated Useful Life

Computer equipment 3 - 5 years

Equipment under operating leases Term of underlying lease contract

Computer and other equipment 3 - 5 years

Assets in a customer contract Term of underlying lease contract

Buildings and building improvements 10 - 30 years or term of underlying land lease

Leasehold improvements 5 years or contract term

Machinery and equipment 3 - 5 years

Internal use software 5 years

Gains or losses related to retirements or dispositions of fixed assets are recognized in the period during which the retirement or disposition occurs.

Capitalized Software Development Costs — Software development costs related to the development of new product offerings are capitalized subsequent to the establishment of technological feasibility, which is demonstrated by the completion of a detailed program design or working model, if no program design is completed.

The Company amortizes capitalized costs on a straight-line basis over the estimated useful lives of the products, which generally range from two to four years .

As of February 3, 2023 and January 28, 2022, capitalized software development costs were $ 673 million and $ 672 million, respectively, and are included in other non-current assets, net in the accompanying Consolidated Statements of Financial Position.

Amortization expense for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021 was $ 317 million, $ 263 million, and $ 315 million, respectively.

The Company amortizes capitalized costs on a straight-line basis over the estimated useful lives of the products, which is generally two years .

As of February 2, 2024 and February 3, 2023, capitalized software development costs were $ 646 million and $ 673 million, respectively, and are included in other non-current assets, net in the accompanying Consolidated Statements of Financial Position.

Amortization expense for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022 was $ 416 million, $ 317 million, and $ 263 million, respectively.

The Company capitalizes certain internal and external costs to acquire or create internal use software which are incurred subsequent to the completion of the preliminary project stage.

Development costs are generally amortized on a straight-line basis over five years .

Costs associated with maintenance and minor enhancements to the features and functionality of the Company’s internal use software are expensed as incurred.

4 unchanged sentences

Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Intangible Assets Including Goodwill — Identifiable intangible assets with finite lives are amortized over their estimated useful lives.

Indefinite-lived intangible assets are not amortized.

Definite-lived intangible assets are reviewed for impairment when

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

events and circumstances indicate the asset may be impaired.

Intangible Assets Including Goodwill — Identifiable intangible assets with finite lives are amortized over their estimated useful lives.

Indefinite-lived intangible assets are not amortized.

Definite-lived intangible assets are reviewed for impairment when events and circumstances indicate the asset may be impaired.

Goodwill and indefinite-lived intangible assets are tested for impairment annually during the third fiscal quarter and whenever events or circumstances indicate that an impairment may have occurred.

24 unchanged sentences

The Company’s agreements have varying requirements depending on the goods and services being sold, the rights and obligations conveyed, and the legal jurisdiction of the arrangement.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenue is recognized for these arrangements based on the following five steps:

8 unchanged sentences

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.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(2) Identify the performance obligations in the contract.

22 unchanged sentences

The Company estimates SSP by considering multiple factors, including, but not limited to, pricing practices, internal costs, and profit objectives as well as overall market conditions, which include geographic or regional specific factors, competitive positioning, and competitor actions.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(5) Recognize revenue when (or as) the performance obligation is satisfied.

8 unchanged sentences

• 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.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

• 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.

10 unchanged sentences

Other services revenue is recognized when the Company performs the services and the customer receives and consumes the benefits.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenue from leasing arrangements is not subject to the revenue standard for contracts with customers and remains separately accounted for under lease accounting guidance.

5 unchanged sentences

Principal versus Agent — For transactions that involve a third party, the Company evaluates whether it is acting as the principal or the agent in the transaction.

This determination requires significant judgement and impacts the amount and timing of revenue recognized.

This determination requires significant judgment and impacts the amount and timing of revenue recognized.

If the Company determines that it controls a good or service before it is transferred to the customer, the Company is acting as the principal and recognizes revenue at the gross amount of consideration it is entitled to from the customer.

Indicators that the Company controls a good or service before transferring to a customer include, but are not limited to, the Company being the primary obligor to the customer, establishing its own pricing, and having inventory and credit risks.

Indicators that the Company controls a good or service before transferring it to a customer include, but are not limited to, the Company being the primary obligor to the customer, establishing its own pricing, and having inventory and credit risks.

Conversely, if the Company determines that it does not control the good or service before it is transferred to the customer, the Company is acting as an agent in the transaction.

As an agent, the Company is arranging for the good or service to be provided by another party and recognizes revenue at the net amount of consideration retained.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Disaggregation of Revenue — The Company’s revenue is presented on a disaggregated basis on the Consolidated Statements of Income and in Note 19 of the Notes to the Consolidated Financial Statements based on an evaluation of disclosures outside of the financial statements, information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments, and other information that is used to evaluate the Company’s financial performance or make resource allocations.

This information includes revenue from products and services, revenue from reportable segments, and revenue by major product categories within the segments.

Contract Assets — Contract assets are rights to consideration in exchange for goods or services that the Company has transferred to a customer when such a right is conditional on something other than the passage of time.

Such amounts have been insignificant to date.

Such amounts are immaterial as of February 2, 2024 and February 3, 2023.

Contract Liabilities — Contract liabilities primarily consist of deferred revenue.

4 unchanged sentences

See Note 11 of the Notes to the Consolidated Financial Statements for additional information about deferred revenue.

Deferred Costs — Deferred costs primarily consist of costs incurred to fulfill revenue-generating contracts mainly associated with VMware Resale discussed in Note 21 of the Notes to the Consolidated Financial Statements and third-party software support and maintenance.

The Company defers these charges in line with the deferred revenue associated with the contract to obtain the appropriate expense recognition timing.

These costs are typically amortized on a straight-line basis over the life of the contract or the average contract duration.

Deferred Costs — Deferred costs primarily consist of costs incurred to fulfill revenue-generating contracts mainly associated with VMware Resale offerings discussed in Note 19 and Note 20 of the Notes to the Consolidated Financial Statements and third-party software support and maintenance offerings.

Deferred costs are included with other current assets and other non-current assets on the Consolidated Statements of Financial Position.

The Company defers and subsequently amortizes these charges on a straight-line basis over the life of the contract or the average contract duration to obtain the appropriate expense recognition timing.

Costs to Obtain a Contract — The Company capitalizes incremental direct costs to obtain a contract, primarily sales commissions and employer taxes related to commission payments, if the costs are deemed to be recoverable.

The Company has elected, as a practical expedient, to expense as incurred costs to obtain a contract equal to or less than one year in duration.

Capitalized costs are deferred and amortized over the period of contract performance or the estimated life of the customer relationship, if renewals are expected, and are typically amortized over an average period of three to five years .

Amortization expense is recognized on a straight-line basis and included in selling, general, and administrative expenses in the Consolidated Statements of Income.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the carrying value or period of benefit of the deferred sales commissions.

There were no material impairment losses for deferred costs to obtain a contract during the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021.

Deferred costs to obtain a contract as of February 3, 2023 and January 28, 2022 were $ 726 million and $ 734 million, respectively.

There were no material impairment losses for deferred costs to obtain a contract during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022.

Deferred costs to obtain a contract as of February 2, 2024 and February 3, 2023 were $ 674 million and $ 726 million, respectively.

Deferred costs to obtain a contract are classified as current assets and other non-current assets on the Consolidated Statements of Financial Position, based on when the expense is expected to be recognized.

Amortization of costs to obtain a contract during the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021 was $ 390 million, $ 380 million, and $ 385 million, respectively.

Amortization of costs to obtain a contract during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022 was $ 383 million, $ 390 million, and $ 380 million, respectively.

Standard Warranty Liabilities — The Company records warranty liabilities for estimated costs of fulfilling its obligations under standard limited hardware and software warranties at the time of sale.

The liabilities for standard warranties are included in accrued and other current and other non-current liabilities in the Consolidated Statements of Financial Position.

The specific warranty terms and conditions vary depending upon the product sold and the country in which the Company does business, but generally includes technical support, parts, and labor over a period ranging from one to three years .

The liabilities for standard warranties are included in accrued and other and in other non-current liabilities in the Consolidated Statements of Financial Position.

The specific warranty terms and conditions vary depending upon the product sold and the country in which the Company does business, but generally include technical support, parts, and labor over a period ranging from one to three years .

Factors that affect the Company’s warranty liabilities include the number of installed units currently under warranty, historical and anticipated rates of warranty claims on those units, and cost per claim to satisfy the Company’s warranty obligation.

The anticipated rate of warranty claims is the primary factor impacting the estimated warranty obligation.

The other factors are less significant due to the fact that the average remaining aggregate warranty period of the covered installed base is approximately 18 months, repair parts are generally already in stock or available at pre-determined prices, and labor rates are generally arranged at

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

preestablished amounts with service providers.

Warranty claims are relatively predictable based on historical experience of failure rates.

The anticipated rate of warranty claims is the primary estimate used in determining the warranty liability and is relatively predictable using historical experience of failure rates.

The average remaining aggregate warranty period of the covered installed base is approximately 17 months, repair parts are generally already in stock or available at pre-determined prices, and labor rates are generally arranged at preestablished amounts with service providers.

If actual results differ from the estimates, the Company revises its estimated warranty liability.

Each quarter, the Company reevaluates its estimates to assess the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Vendor Rebates — The Company may receive consideration from vendors in the normal course of business.

Certain of these funds are rebates of purchase price paid and others are related to reimbursement of costs incurred by the Company to sell the vendor’s products.

Consideration Received from Vendors — The Company may receive consideration from vendors in the normal course of business.

Certain of these funds received as consideration are rebates of purchase price paid and others are related to reimbursement of costs incurred by the Company to sell the vendor’s products.

The Company recognizes a reduction of cost of goods sold if the funds are determined to be a reduction of the price of the vendor’s products.

If the consideration is a reimbursement of costs incurred by the Company to sell or develop the vendor’s products, then the consideration is classified as a reduction of such costs, most often operating expenses, in the Consolidated Statements of Income.

If the consideration is a reimbursement of costs incurred by the Company to sell or develop the vendor’s products, the consideration is classified as a reduction of such costs, most often operating expenses, in the Consolidated Statements of Income.

In order to be recognized as a reduction of operating expenses, the reimbursement must be for a specific, incremental, and identifiable cost incurred by the Company in selling the vendor’s products or services.

Loss Contingencies — The Company is subject to the possibility of various losses arising in the ordinary course of business.

The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, in determining loss contingencies.

In determining loss contingencies, the Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss.

An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated.

3 unchanged sentences

Advertising costs are expensed as incurred in selling, general, and administrative expenses in the Consolidated Statements of Income.

For the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, advertising expenses were $ 1.1 billion, $ 1.3 billion, and $ 1.0 billion, respectively.

For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, advertising expenses were $ 0.9 billion, $ 1.1 billion, and $ 1.3 billion, respectively.

General and administrative expenses include items for the Company’s administrative functions, such as finance, legal, human resources, and information technology support.

These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, outside services, intangible asset amortization, and depreciation expense.

Research and Development — Research and development (“R&D”) costs are expensed as incurred.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Research and Development — Research and development (“R&D”) costs are primarily expensed as incurred.

As noted in Capitalized Software Development Costs in this Note, qualifying software development costs are capitalized and amortized over time.

1 unchanged sentence

Also included in R&D expenses are infrastructure costs, which consist of equipment and material costs, facilities-related costs, and depreciation expense.

Income Taxes — Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The Company calculates a provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax and accounting purposes.

Income Taxes — The Company calculates a provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax and accounting purposes.

Deferred tax assets and liabilities are recorded using enacted tax rates in effect for the year in which the differences are expected to reverse.

The Company accounts for the tax impact of including Global Intangible Low-Taxed Income (GILTI) in U.S.

5 unchanged sentences

The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s administrative practices and precedents.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock-Based Compensation — The Company measures stock-based compensation expense for all share-based awards granted based on the estimated fair value of those awards at grant date.

5 unchanged sentences

Recently Issued Accounting Pronouncements

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers — In October 2021, the Financial Accounting Standards Board (“FASB”) issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted.

Adoption of the guidance is not expected to have a material impact on the Company’s financial results.

Reference Rate Reform — In March 2020, the FASB issued guidance which provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and certain hedging relationships to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate to alternative reference rates.

The Company may elect to apply the amendments prospectively through December 31, 2024.

Adoption of the new guidance is not expected to have a material impact on the Company’s financial results.

Segment Reporting — In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve disclosures about a public entity’s reportable segments by requiring disclosure of additional information about a reportable segment’s expenses on an annual and interim basis.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2023, with early adoption permitted.

Upon adoption, the guidance is required to be applied retrospectively to all prior periods presented in the financial statements.

Adoption of this new guidance will result in increased disclosures in the Notes to the Consolidated Financial Statements.

Income Taxes — In December 2023, the FASB issued guidance which requires companies to provide disaggregated income tax disclosures within the income tax rate reconciliation and income taxes paid.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024, with early adoption permitted.

Upon adoption, the guidance can be applied prospectively or retrospectively.

Adoption of this new guidance will result in increased disclosures in the Notes to the Consolidated Financial Statements.

DELL TECHNOLOGIES INC.

2 unchanged sentences

VMware Spin-Off — As disclosed in Note 1 of the Notes to the Consolidated Financial Statements, on November 1, 2021, the Company completed its spin-off of VMware by means of a special stock dividend of 30,678,605 shares of Class A common stock and 307,221,836 shares of Class B common stock of VMware to Dell Technologies stockholders of record as of October 29, 2021.

Prior to receipt of the VMware common stock by the Company’s stockholders, each share of VMware Class B common stock automatically converted into one share of VMware Class A common stock.

As a result of these transactions, each holder of record of shares of Dell Technologies common stock as of the distribution record date received approximately 0.440626 of a share of VMware Class A common stock for each share of Dell Technologies common stock held as of such date, based on shares outstanding as of the completion of the VMware Spin-off.

Following completion of the transaction, the pre-transaction stockholders of Dell Technologies owned shares in two separate public companies, consisting of (1) VMware, which continues to own the businesses of VMware, Inc.

and its subsidiaries, and (2) Dell Technologies, which continues to own Dell Technologies’ other businesses and subsidiaries.

After the separation, Dell Technologies does not beneficially own any shares of VMware common stock.

VMware paid a cash dividend, pro rata, to each of the holders of VMware common stock in an aggregate amount equal to $ 11.5 billion, of which Dell Technologies received $ 9.3 billion.

Following the payment by VMware to its stockholders, the separation of VMware from Dell Technologies occurred, including the termination or settlement of certain intercompany accounts and intercompany contracts.

Dell Technologies used the net proceeds from its pro rata share of the cash dividend to repay a portion of its outstanding debt.

Dell Technologies determined that the VMware Spin-off, and related distributions, qualified as tax-free for U.S.

4 unchanged sentences

federal income tax purposes, the Company could be subject to significant liabilities, which could have material adverse impacts on the Company’s business, financial condition, results of operations and cash flows in future reporting periods.

In connection with and upon completion of the VMware Spin-off, Dell Technologies and VMware entered into various agreements that provide a framework for the relationship between the companies after the transaction, including, among others, a commercial framework agreement, a tax matters agreement, and a transition services agreement.

The CFA referred to in Note 1 to the Notes to the Consolidated Financial Statements provides a framework under which the Company and VMware will continue their commercial relationship after the transaction, particularly with respect to projects mutually agreed by the parties as having the potential to accelerate the growth of an industry, product, service, or platform that may provide one or both companies with a strategic market opportunity.

The CFA has an initial term of five years , with automatic one-year renewals occurring annually thereafter, subject to certain terms and conditions.

Pursuant to the CFA, Dell Technologies continues to act as a distributor of VMware’s standalone products and services and purchases such products and services for resale to end-user customers.

Dell Technologies also continues to integrate VMware’s products and services with Dell Technologies’ offerings and sell them to end users.

Cash flows between Dell Technologies and VMware primarily relate to such transactions.

The Company has determined that it is generally acting as principal in these arrangements.

The results of such operations are classified as continuing operations within the Company’s Consolidated Statements of Income.

In connection with and upon completion of the VMware Spin-off, Dell Technologies and VMware entered into various agreements that provided a framework for the relationship between the companies after the transaction, including, among others, a commercial framework agreement, a tax matters agreement, and a transition services agreement.

The Commercial Framework Agreement (“CFA”) provided a framework under which the Company and VMware continued their commercial relationship after the transaction, particularly with respect to projects mutually agreed by the parties as having the potential to accelerate the growth of an industry, product, service, or platform that may provide one or both companies with a strategic market opportunity.

On November 22, 2023, VMware was acquired by Broadcom, Inc.

(“Broadcom”).

Following the acquisition, Broadcom announced changes to its go-to-market approach for VMware offerings, which impacted the Company’s commercial relationship with VMware.

In response to such changes, on January 25, 2024, under a provision of the CFA permitting the Company to terminate the agreement upon a change in control of VMware, the Company delivered notice of termination of the CFA to Broadcom under which the agreement will terminate on March 25, 2024.

Cash flows between Dell Technologies and VMware for the periods presented primarily relate to the Company’s resale of VMware’s standalone products and services and sale of Dell Technologies’ offerings integrated with select VMware products and services.

See Note 20 of the Notes to the Consolidated Financial Statements for additional information regarding transactions between Dell Technologies and VMware.

In accordance with applicable accounting guidance, the results of VMware, excluding Dell Technologies’ resale of VMware offerings, are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for the fiscal years ended January 28, 2022 and January 29, 2021.

The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations for the fiscal year ended January 28, 2022.

The tax matters agreement between the Company and VMware governs the respective rights, responsibilities, and obligations of Dell Technologies and VMware with respect to tax liabilities (including taxes, if any, incurred as a result of any failure of the VMware Spin-off to qualify for tax-free treatment for U.S.

2 unchanged sentences

Transition services were fulfilled and concluded during the fiscal year ended February 3, 2023.

The following table presents key components of “Income from discontinued operations, net of income taxes” for the fiscal years ended January 28, 2022 and January 29, 2021:

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents key components of “Income from discontinued operations, net of income taxes” for the fiscal year ended January 28, 2022:

Fiscal Year Ended

January 28, 2022 January 29, 2021

January 28, 2022

(in millions)

8 unchanged sentences

The table above reflects the offsetting effects of historical intercompany transactions which are presented on a gross basis within continuing operations on the Consolidated Statements of Income.

The following table presents significant cash flow items from discontinued operations for the fiscal years ended January 28, 2022 and January 29, 2021 included within the Consolidated Statements of Cash Flows:

The following table presents significant cash flow items from discontinued operations for the fiscal year ended January 28, 2022 included within the Consolidated Statements of Cash Flows:

Fiscal Year Ended

January 28, 2022 January 29, 2021

January 28, 2022

(in millions)

6 unchanged sentences

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

10 unchanged sentences

The valuations of these securities are based on quoted prices in active markets for identical assets, when available, or pricing models whereby all significant inputs are observable or can be derived from or corroborated by observable market data.

The Company reviews security pricing and assesses liquidity on a quarterly basis.

The Company reviews security pricing and assesses money market fund liquidity on a quarterly basis.

As of February 2, 2024, the Company’s portfolio had no material exposure to money market funds with a fluctuating net asset value.

Marketable Equity and Other Securities — The majority of the Company’s investments in equity and other securities that are measured at fair value on a recurring basis consist of strategic investments in publicly-traded companies.

Marketable Equity and Other Securities — The Company’s investments in equity and other securities that are measured at fair value on a recurring basis consist of strategic investments in publicly-traded companies.

The valuation of these securities is based on quoted prices in active markets.

4 unchanged sentences

Deferred Compensation Plans — The Company offers deferred compensation plans for eligible employees, which allow participants to defer a portion of their compensation.

Assets were the same as liabilities associated with the plans at approximately $ 179 million and $ 192 million as of February 3, 2023 and January 28, 2022, respectively, and are included in other assets and other liabilities on the Consolidated Statements of Financial Position.

Assets were the same as liabilities associated with the plans at approximately $ 214 million and $ 179 million as of February 2, 2024 and February 3, 2023, respectively, and are included in other assets and other liabilities on the Consolidated Statements of Financial Position.

The net impact to the Consolidated Statements of Income is not material since changes in the fair value of the assets substantially offset changes in the fair value of the liabilities.

5 unchanged sentences

See Note 10 of the Notes to the Consolidated Financial Statements for additional information about goodwill and intangible assets.

As of February 3, 2023 and January 28, 2022, the Company held strategic investments in non-marketable equity and other securities of $ 1.3 billion and $ 1.4 billion, respectively.

As of both February 2, 2024 and February 3, 2023, the Company held strategic investments in non-marketable equity and other securities of $ 1.3 billion.

As these investments represent early-stage companies without readily determinable fair values, they are not included in the recurring fair value table above.

See Note 5 of the Notes to the Consolidated Financial Statements for additional information about our strategic investments.

See Note 5 of the Notes to the Consolidated Financial Statements for additional information about the Company’s strategic investments.

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

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

Carrying Value Fair Value Carrying Value Fair Value

8 unchanged sentences

The Company has strategic investments in equity and other securities as well as investments in fixed income debt securities.

All equity and other securities as well as long-term fixed income debt securities are recorded as long-term investments in the Consolidated Statements of Financial Position.

Short-term fixed income debt securities are recorded as other current assets in the Consolidated Statements of Financial Position.

As of February 3, 2023 and January 28, 2022, total investments were $ 1.6 billion and $ 1.8 billion, respectively.

All equity and other securities as well as long-term fixed income debt securities are recorded as long-term investments while short-term fixed income debt securities are recorded as other current assets in the Consolidated Statements of Financial Position.

As of both February 2, 2024 and February 3, 2023, total investments were $ 1.6 billion.

Equity and Other Securities

7 unchanged sentences

The following table presents the cost, cumulative unrealized gains, cumulative unrealized losses, and carrying value of the Company's strategic investments in marketable and non-marketable equity securities as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

Cost Unrealized Gain Unrealized Loss Carrying Value Cost Unrealized Gain Unrealized Loss Carrying Value

8 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

9 unchanged sentences

____________________

(a) For the fiscal year ended February 3, 2023, net unrealized losses on non-marketable securities were primarily attributable to the recognition of impairments on equity and other securities, which were generally in line with extended public equity market declines.

In evaluating these investments for impairment, the Company used inputs including pre- and post-money valuations of recent financing events and the impact of those events on its fully diluted ownership percentages, as well as other available information regarding the issuer’s historical and forecasted performance.

(b) For the fiscal years ended January 28, 2022 and January 29, 2021, net unrealized gains on non-marketable securities were due to upward adjustments for observable price changes offset by losses primarily attributable to downward adjustments for observable price changes and impairments.

(a) For the fiscal year ended February 2, 2024 and January 28, 2022, net unrealized gains on non-marketable securities were due to upward adjustments for observable price changes offset by losses primarily attributable to downward adjustments for observable price changes or impairments.

(b) For the fiscal year ended February 3, 2023, net unrealized losses on non-marketable securities were primarily attributable to the recognition of impairments which were generally in line with extended public equity market declines.

Fixed Income Debt Securities

The Company has fixed income debt securities carried at amortized cost which are held as collateral for borrowings.

The Company has fixed income debt securities carried at amortized cost which are primarily held as collateral for borrowings.

The Company intends to hold the investments to maturity.

As of the balance sheet dates presented, the Company holds $ 98 million in fixed income debt securities which will mature within one year and $ 220 million in fixed income debt securities which will mature within two to five years.

As of February 2, 2024, the Company held $ 288 million in fixed income debt securities which will mature within one year and $ 13 million in fixed income debt securities which will mature within five years.

The following table summarizes the Company’s debt securities as of the dates indicated:

February 3, 2023 January 28, 2022

Cost Unrealized Gains Unrealized Loss Carrying Value Cost Unrealized Gains Unrealized Loss Carrying Value

February 2, 2024 February 3, 2023

Cost Unrealized Gain Unrealized Loss Carrying Value Cost Unrealized Gain Unrealized Loss Carrying Value

(in millions)

5 unchanged sentences

Alternative payment structures consist of various flexible consumption models, including utility, subscription, and as-a-Service models.

Financing options are offered primarily through Dell Financial Services and its affiliates (“DFS”).

Financing options are offered to the Company’s customers primarily through Dell Financial Services and its affiliates (“DFS”).

The Company also arranges financing for some of its customers in various countries where DFS does not currently operate as a captive enterprise.

1 unchanged sentence

In some cases, DFS also offers financing for the purchase of third-party technology products that complement the Dell Technologies portfolio of products and services.

New financing originations were $ 9.7 billion, $ 8.5 billion, and $ 8.9 billion for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

New financing originations were $ 8.4 billion, $ 9.7 billion, and $ 8.5 billion for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively.

The Company’s lease and loan arrangements with customers are aggregated primarily into the following categories:

Revolving loans — Revolving loans offered under private label credit financing programs provide qualified customers with a revolving credit line for the purchase of products and services offered by Dell Technologies.

These private label credit financing programs are referred to as Dell Preferred Account (“DPA”) and Dell Business Credit (“DBC”).

The DPA product is primarily offered to individual consumer customers, and the DBC product is primarily offered to small and medium-sized commercial customers.

Revolving loans in the United States bear interest at a variable annual percentage rate that is tied to the prime rate.

Based on historical payment patterns, revolving loan transactions are typically repaid within twelve months on average.

Due to the short-term nature of the revolving loan portfolio, the carrying value of the portfolio approximates fair value.

Fixed-term leases and loans — The Company enters into financing arrangements with customers who seek lease financing for equipment.

5 unchanged sentences

The carrying value of these loans approximates fair value.

Flexible consumption models, as defined above, enable the Company to offer its customers the option to pay over time to provide them with financial flexibility to meet their changing technological requirements.

Revolving loans — Revolving loans offered under a private label credit financing program, referred to as Dell Business Credit (“DBC”), provide qualified customers with a revolving credit line for the purchase of products and services offered by Dell Technologies.

The DBC product is primarily offered to small and medium-sized commercial customers.

Revolving loans in the United States bear interest at a variable annual percentage rate that is tied to the prime rate.

Based on historical payment patterns, revolving loan transactions are typically repaid within twelve months on average.

Due to the short-term nature of the revolving loan portfolio, the carrying value of the portfolio approximates fair value.

Prior to the sale of the U.S.

consumer revolving customer receivables portfolio described in Note 1 of the Notes to the Consolidated Financial Statements, the Company also offered private label credit financing under the Dell Preferred Account (“DPA”) program.

The DPA product was primarily offered to individual consumer customers.

Flexible consumption models, as defined above, further enable the Company to offer its customers the option to pay over time to provide them with financial and operational flexibility.

Such models may result in identification of embedded lease arrangements that lead to the recognition of operating or sales-type leases.

3 unchanged sentences

The following table presents the components of the Company’s financing receivables segregated by portfolio segment as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

Revolving Fixed-term Total Revolving Fixed-term Total

1 unchanged sentence

Financing receivables, net:

Customer receivables, gross (a) $ 685 $ 10,293 $ 10,978 $ 750 $ 9,833 $ 10,583

Customer receivables, gross (a) (b) $ 173 $ 10,360 $ 10,533 $ 685 $ 10,293 $ 10,978

Allowances for losses ( 9 ) ( 161 ) ( 170 ) ( 88 ) ( 113 ) ( 201 )

5 unchanged sentences

____________________

(a) Customer receivables, gross include amounts due from customers under revolving loans, fixed-term loans, fixed-term sales-type or direct financing leases, and accrued interest.

The following table presents the changes in allowance for financing receivable losses for the periods indicated:

(a) Customer receivables, gross include amounts due from customers under revolving loans, fixed-term loans, fixed-term leases, and accrued interest.

(b) The decrease in revolving customer financing receivables is primarily attributable to the sale of the U.S.

consumer revolving customer receivables portfolio described in Note 1 of the Notes to the Consolidated Financial Statements.

The following table presents the changes in allowance for financing receivables losses for the periods indicated:

Revolving Fixed-term Total

(in millions)

Allowance for financing receivable losses:

Allowance for financing receivables losses:

Balances as of January 29, 2021 $ 148 $ 173 $ 321

Adjustment for adoption of accounting standard (Note 2) 40 71 111

Charge-offs, net of recoveries ( 43 ) ( 29 ) ( 72 )

3 unchanged sentences

Provision charged to income statement 38 34 72

Balances as of January 28, 2022 102 87 189

Balances as of February 3, 2023 88 113 201

Charge-offs, net of recoveries ( 41 ) ( 8 ) ( 49 )

Provision charged to income statement 36 56 92

Other (a) ( 74 ) — ( 74 )

Balances as of February 2, 2024 $ 9 $ 161 $ 170

____________________

(a) Other represents the derecognition of the allowance for financing receivables losses related to the sale of the U.S.

consumer revolving customer receivables portfolio described in Note 1 of the Notes to the Consolidated Financial Statements.

The Company recognizes an allowance for financing receivables losses, including both the lease receivable and unguaranteed residual, in an amount equal to the expected losses net of recoveries.

The Company continues to monitor broader economic indicators and their potential impact on future credit loss performance.

DELL TECHNOLOGIES INC.

1 unchanged sentence

The following table presents the aging of the Company’s customer financing receivables, gross, including accrued interest, segregated by class, as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

Current Past Due

9 unchanged sentences

As a result of these factors, fluctuations in aging from period to period do not necessarily indicate a material change in the collectibility of the portfolio.

The increase in past-due amounts as of February 3, 2023 is primarily attributable to the timing of the Company’s fiscal period end date relative to calendar month-end customer payment due dates.

Fixed-term consumer and commercial customer receivables are placed on non-accrual status if principal or interest is past due and considered delinquent, or if there is concern about the collectibility of a specific customer receivable.

14 unchanged sentences

Total $ 5,075 $ 3,359 $ 1,310 $ 511 $ 104 $ 1 $ 3 $ 170 $ 10,533

January 28, 2022

February 3, 2023

Fixed-term — Consumer and Commercial

7 unchanged sentences

The categories shown in the tables above segregate customer receivables based on the relative degrees of credit risk.

The credit quality indicators for DPA revolving accounts are measured primarily as of each quarter-end date, while all other indicators are generally updated on a periodic basis.

For DPA revolving receivables shown in the table above, the Company makes credit decisions based on proprietary scorecards, which include the customer’s credit history, payment history, credit usage, and other credit agency-related elements.

The higher quality category includes prime accounts generally comparable to U.S.

customer FICO scores of 720 or above.

The mid category represents the mid-tier accounts that are comparable to U.S.

customer FICO scores from 660 to 719.

The lower category is generally sub-prime and represents accounts that are comparable to U.S.

customer FICO scores below 660.

Credit quality indicators for DBC revolving and fixed-term accounts are generally updated on a periodic basis.

For the DBC revolving receivables and fixed-term commercial receivables shown in the table above, an internal grading system is utilized that assigns a credit level score based on a number of considerations, including liquidity, operating performance, and industry outlook.

1 unchanged sentence

The credit quality categories cannot be compared between the different classes as loss experience varies substantially between the classes.

Prior to the sale of the U.S.

consumer revolving customer receivables revolving portfolio described in Note 1 of the Notes to the Consolidated Financial Statements, the Company made credit decisions for the DPA revolving receivables based on proprietary scorecards, which included the customer’s credit history, payment history, credit usage, and other credit agency-related elements.

The higher quality category included prime accounts generally comparable to U.S.

customer FICO scores of 720 or above.

The mid category represented mid-tier accounts that are comparable to U.S.

customer FICO scores from 660 to 719.

The lower category represented accounts that are comparable to U.S.

customer FICO scores below 660.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Interest income on sales-type lease receivables was $ 161 million, $ 246 million, and $ 270 million for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

The following table presents the net revenue, cost of net revenue, and gross margin recognized at the commencement date of sales-type leases for the periods indicated:

The following table presents amounts included in the Consolidated Statements of Income related to sales-type lease activity for the periods indicated:

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

Interest income — products

$ 175 $ 161 $ 246

Net revenue — products

19 unchanged sentences

The following table presents the components of the Company’s operating lease portfolio included in property, plant, and equipment, net as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

6 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

1 unchanged sentence

Depreciation expense $ 941 $ 803 $ 536

The following table presents the future payments to be received by the Company as lessor in operating lease contracts as of the date indicated:

The following table presents the future payments to be received by the Company in operating lease contracts as of the date indicated:

February 2, 2024

9 unchanged sentences

The following table presents DFS debt as of the dates indicated and excludes the allocated portion of the Company’s other borrowings, which represents the additional amount considered to fund the DFS business:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

DFS debt (in millions)

14 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Asset-Based Financing and Securitization Facilities — The Company maintains separate asset-based financing facilities and a securitization facility in the United States, which are revolving facilities for fixed-term leases and loans and for revolving loans, respectively.

Asset-Based Financing and Securitization Facilities — The Company maintains separate asset-based financing facilities in the United States, which are revolving facilities for fixed-term leases and loans.

This debt is collateralized solely by the U.S.

2 unchanged sentences

As of February 2, 2024, the total debt capacity related to the U.S.

asset-based financing and securitization facilities was $ 5.6 billion.

asset-based financing facilities was $ 5.1 billion.

The Company enters into interest swap agreements to effectively convert a portion of this debt from a floating rate to a fixed rate.

See Note 9 of the Notes to the Consolidated Financial Statements for additional information about interest rate swaps.

The Company’s U.S.

securitization facility for revolving loans is effective through June 25, 2025.

See Note 9 of the Notes to the Consolidated Financial Statements for additional information about the Company’s interest rate swaps.

The Company’s two U.S.

asset-based financing facilities for fixed-term leases and loans are effective through July 7, 2025 and June 21, 2024, respectively.

The Company intends to extend the facility currently effective through July 10, 2023.

The asset-based financing and securitization facilities contain standard structural features related to the performance of the funded receivables, which include defined credit losses, delinquencies, average credit scores, and minimum collection requirements.

The asset-based financing facilities contain standard structural features related to the performance of the funded receivables, which include defined credit losses, delinquencies, average credit scores, and minimum collection requirements.

In the event one or more of these criteria are not met and the Company is unable to restructure the facility, no further funding of receivables will be permitted and the timing of the Company’s expected cash flows from over-collateralization will be delayed.

As of February 2, 2024, these criteria were met.

The Company previously maintained a U.S.

securitization facility for revolving loans.

In connection with the sale of the U.S.

consumer revolving customer receivables portfolio described in Note 1 of the Notes to the Consolidated Financial Statements, the Company’s U.S.

securitization facility for revolving loans was paid down and terminated during the fiscal year ended February 2, 2024.

Fixed-Term Securitization Offerings — The Company periodically issues asset-backed debt securities under fixed-term securitization programs to private investors.

The asset-backed debt securities are collateralized solely by the U.S.

fixed-term leases and loans in the offerings, which are held by Special Purpose Entities (“SPEs”), as discussed below.

The interest rate on these securities is fixed and ranges from 0.33 % to 5.72 % per annum, and the duration of these securities is based on the terms of the underlying lease and loan payment streams.

fixed-term lease and loan payments and associated equipment, which are held by Special Purpose Entities (“SPEs”), as discussed below.

The interest rate on these securities is fixed and ranges from 0.53 % to 6.80 % per annum as of February 2, 2024, and the duration of these securities is based on the terms of the underlying lease and loan payment streams.

DFS International Debt

5 unchanged sentences

As of February 2, 2024, these criteria were met.

Other Borrowings — In connection with the Company’s international financing operations, the Company has entered into revolving structured financing debt programs related to its fixed-term lease and loan products sold in Canada, Europe, Australia, and New Zealand.

The debt under these programs has a variable interest rate, and the duration of the debt is based on the terms of the underlying loan and lease payment streams.

2 unchanged sentences

The Australia and New Zealand facility, which is collateralized solely by Australia and New Zealand loan and lease payments and associated equipment, had a total debt capacity of $ 296 million as of February 2, 2024 and is effective through April 20, 2025.

The Middle East facility, which is collateralized solely by Middle East loan and lease payments and associated equipment, had a total debt capacity of $ 150 million as of February 2, 2024 and is effective through March 24, 2025.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note Payable — On May 25, 2022, the Company entered into an unsecured credit agreement to fund receivables in Mexico.

1 unchanged sentence

The note bears interest at an annual rate of 4.24 % and will mature on May 31, 2024.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Dell Bank Senior Unsecured Eurobonds — On June 24, 2020, Dell Bank issued 500 million Euro of 1.625 % senior unsecured four year eurobonds due June 2024.

12 unchanged sentences

The following table presents the assets and liabilities held by the consolidated VIEs as of the dates indicated, which are included in the Consolidated Statements of Financial Position:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

9 unchanged sentences

Long-term $ 2,184 $ 2,685

Lease and loan payments and associated equipment transferred via securitization through SPEs were $ 6.2 billion and $ 5.3 billion for the fiscal years ended February 3, 2023 and January 28, 2022, respectively.

Customer Receivable Sales

Lease and loan payments and associated equipment transferred via securitization through SPEs were $ 4.6 billion and $ 6.2 billion for the fiscal years ended February 2, 2024 and February 3, 2023, respectively.

Customer Receivables Sales

To manage certain concentrations of customer credit exposure, the Company may sell selected fixed-term customer receivables to unrelated third parties on a periodic basis, without recourse.

The amount of customer receivables sold for this purpose was $ 680 million, $ 201 million, and $ 648 million for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

The amount of customer receivables sold for this purpose was $ 222 million, $ 680 million, and $ 201 million for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively.

The Company’s continuing involvement in these customer receivables is primarily limited to servicing arrangements.

7 unchanged sentences

As of February 2, 2024, the remaining terms of the Company’s leases range from one month to approximately ten years .

As of February 3, 2023 and January 28, 2022, there were no material finance leases for which the Company was a lessee.

As of February 2, 2024 and February 3, 2023, there were no material finance leases in which the Company was a lessee.

The Company also enters into leasing transactions in which the Company is the lessor, primarily through customer financing arrangements offered through DFS.

DFS originates leases that are primarily classified as either sales-type leases or operating leases.

See Note 6 of the Notes to the Consolidated Financial Statements for more information on the Company’s lessor arrangements.

See Note 6 of the Notes to the Consolidated Financial Statements for more information about the Company’s lessor arrangements.

The following table presents components of lease costs included in the Consolidated Statements of Income for the periods indicated:

Fiscal Year Ended

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

2 unchanged sentences

Total lease costs $ 371 $ 396

During the fiscal years ended February 3, 2023 and January 28, 2022, sublease income, finance lease costs, and short-term lease costs were immaterial.

During the fiscal years ended February 2, 2024 and February 3, 2023, sublease income, finance lease costs, and short-term lease costs were immaterial.

The following table presents supplemental information related to operating leases included in the Consolidated Statements of Financial Position as of the dates indicated:

Classification February 3, 2023 January 28, 2022

Classification February 2, 2024 February 3, 2023

(in millions, except for term and discount rate)

9 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

Cash paid for amounts included in the measurement of lease liabilities —

operating cash outflows from operating leases (a) $ 306 $ 459

Cash paid for amounts included in the measurement of lease liabilities — operating cash outflows from operating leases $ 300 $ 306

Right-of-use assets obtained in exchange for new operating lease liabilities $ 247 $ 226

____________________

(a) Cash paid for amounts included in the measurement of lease liabilities - operating cash outflows from operating leases from discontinued operations was $ 135 million for the fiscal year ended January 28, 2022.

The following table presents the future maturity of the Company’s operating lease liabilities under non-cancelable leases and reconciles the undiscounted cash flows for these leases to the lease liability recognized on the Consolidated Statements of Financial Position as of the date indicated:

16 unchanged sentences

The following table summarizes the Company’s outstanding debt as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

1 unchanged sentence

5.45 % due June 2023

$ 1,000 $ 1,000

4.00 % due July 2024

23 unchanged sentences

Total long-term debt, carrying value $ 19,012 $ 23,015

Fiscal 2023 Senior Note Issuance

On January 24, 2023, the Company completed a public offering of senior notes in the aggregate principal amount of $ 2.0 billion.

In the public offering, the Company issued $ 1.0 billion aggregate principal amount of 5.25 % senior notes due 2028 and $ 1.0 billion aggregate principal amount of 5.75 % senior notes due 2033.

Interest on these borrowings is payable semiannually.

The Company intends to utilize the proceeds of the issued senior notes to repay the 5.45 % senior notes due June 2023 and to utilize the remaining proceeds for general corporate purposes, including repayment of other debt.

Commercial Paper Program

On July 18, 2022, the Company established a commercial paper program under which the Company may issue unsecured notes in a maximum aggregate face amount of $ 5.0 billion outstanding at any time, with maturities up to 397 days from the date of issuance.

The notes will be sold on customary terms in the U.S.

commercial paper market on a private placement basis.

The proceeds of the notes will be used for general corporate purposes.

As of February 3, 2023, the Company had no outstanding borrowings under the commercial paper program.

Commercial paper issuances and repayments with maturities of 90 days or less are presented on a net basis within cash flows from financing activities on the Consolidated Statements of Cash Flows.

During the fiscal year ended February 2, 2024, the net decrease in the Company’s debt balance was principally attributable to:

• the repayment of $ 1.0 billion principal amount of the 5.45 % Senior Notes due June 2023;

• the repayment of $ 1.0 billion principal amount of the 6.02 % Senior Notes due June 2026 in a tender offer;

• the repayment of $ 350 million principal amount of the 3.45 % Senior Notes due December 2051 and $ 150 million principal amount of the 8.35 % Senior Notes due July 2046 in a tender offer.

The Company recognized an immaterial amount of debt extinguishment costs in interest and other, net in the Consolidated Statements of Income in connection with the above repayments.

Subsequent to the close of the fiscal year ended February 2, 2024, the Company issued $ 1.0 billion aggregate principal amount of 5.40 % Senior Notes due 2034.

The Company intends to use the net proceeds of the issuance to prepay a portion of the outstanding 6.02 % Senior Notes due 2026.

DELL TECHNOLOGIES INC.

1 unchanged sentence

Outstanding Debt

Senior Notes — The Company completed private offerings of multiple series of senior notes which were issued on June 1, 2016, June 22, 2016, March 20, 2019, April 9, 2020, and December 13, 2021 in aggregate principal amounts of $ 20.0 billion, $ 3.3 billion, $ 4.5 billion, $ 2.3 billion, and $ 2.3 billion, respectively (together with the registered senior notes subsequently issued in exchange and the senior notes issued on January 24, 2023, the “Senior Notes”).

Senior Notes — The Company completed offerings of multiple series of senior notes which were issued on June 1, 2016, June 22, 2016, March 20, 2019, April 9, 2020, December 13, 2021, and January 24, 2023 in aggregate principal amounts of $ 20.0 billion, $ 3.3 billion, $ 4.5 billion, $ 2.3 billion, $ 2.3 billion, and $ 2.0 billion, respectively (the “Senior Notes”).

Interest on these borrowings is payable semiannually.

In June 2021, Dell International L.L.C.

and EMC Corporation, wholly-owned subsidiaries of Dell Technologies Inc.

and issuers of the Senior Notes (the “Issuers”), completed an offer to exchange any and all outstanding Senior Notes issued on June 1, 2016, March 20, 2019, and April 9, 2020 for senior notes registered under the Securities Act of 1933 having terms substantially identical to the terms of the outstanding Senior Notes.

The Issuers issued $ 18.4 billion aggregate principal amount of registered Senior Notes in exchange for the same aggregate principal amount of unregistered Senior Notes.

The aggregate principal amount of unregistered Senior Notes remaining outstanding following the settlement of the exchange offer was approximately $ 0.1 billion.

Legacy Notes and Debentures — The Company has outstanding unsecured notes and debentures (collectively, the “Legacy Notes and Debentures”) that were issued by Dell Inc.

3 unchanged sentences

DFS Debt — See Note 6 and Note 9 of the Notes to the Consolidated Financial Statements, respectively, for discussion of DFS debt and the interest rate swap agreements that hedge a portion of that debt.

2021 Revolving Credit Facility — As of February 3, 2023, the Company’s revolving credit facility, which was entered into on November 1, 2021 (the “2021 Revolving Credit Facility”), matures on November 1, 2027.

This facility provides the Company with revolving commitments in an aggregate principal amount of $ 6.0 billion as of February 3, 2023 for general corporate purposes, including liquidity support for the Company’s commercial paper program, and includes a letter of credit sub-facility of up to $ 0.5 billion and a swing-line loan sub-facility of up to $ 0.5 billion.

2021 Revolving Credit Facility — The Company’s revolving credit facility, which was entered into on November 1, 2021 (the “2021 Revolving Credit Facility”), matures on November 1, 2027.

This facility provides the Company with revolving commitments in an aggregate principal amount of $ 6.0 billion for general corporate purposes, including liquidity support for the Company’s commercial paper program, and includes a letter of credit sub-facility of up to $ 0.5 billion and a swing-line loan sub-facility of up to $ 0.5 billion.

The 2021 Revolving Credit Facility also allows the Company to obtain incremental additional commitments on one or more occasions in minimum amounts of $ 10 million.

Borrowings under the 2021 Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin plus, at the borrowers’ option, either (a) the specified adjusted term Secured Overnight Financing Rate (“SOFR”) or (b) a base rate.

The margin applicable to SOFR and base rate borrowings varies based upon the Company’s existing date ratings.

The margin applicable to SOFR and base rate borrowings varies based upon the Company’s existing credit ratings.

The base rate is calculated based upon the greatest of the specified prime rate, the specified federal reserve bank rate, or SOFR plus 1 %.

The borrowers may voluntarily repay outstanding loans under the 2021 Revolving Credit Facility at any time without premium or penalty, other than customary breakage costs.

As of February 3, 2023, available borrowings under the 2021 Revolving Credit Facility totaled $ 6.0 billion.

As of February 2, 2024, the Company had no outstanding borrowings under the 2021 Revolving Credit Facility.

Commercial Paper Program — During Fiscal 2023, the Company established a commercial paper program under which the Company may issue unsecured notes in a maximum aggregate face amount of $ 5.0 billion outstanding at any time, with maturities up to 397 days from the date of issuance.

The notes are sold on customary terms in the U.S.

commercial paper market on a private placement basis.

The proceeds of the notes are used for general corporate purposes.

As of February 2, 2024, the Company had no outstanding borrowings under the commercial paper program.

The Company may purchase, redeem, prepay, refinance, or otherwise retire any amount of outstanding indebtedness under the terms of such indebtedness at any time and from time to time, in open market or negotiated transactions with the holders of such indebtedness or otherwise, as considered appropriate in light of market conditions and other relevant factors.

31 unchanged sentences

The majority of these contracts typically expire in twelve months or less.

During the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, the Company did not discontinue any cash flow hedges related to foreign exchange contracts that had a material impact on the Company’s results of operations due to the probability that the forecasted cash flows would not occur.

During the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, the Company did not discontinue any cash flow hedges related to foreign exchange contracts that had a material impact on the Company’s results of operations due to the probability that the forecasted cash flows would not occur.

The Company uses forward contracts to hedge monetary assets and liabilities denominated in a foreign currency.

10 unchanged sentences

The Company also uses interest rate swaps to manage the cash flows related to interest payments on Eurobonds.

The interest rate swaps economically convert the fixed rate on its bonds to a floating rate to match the underlying lease repayments profile.

None of these contracts are designated for hedge accounting and most expire within five years or less.

The interest rate swaps economically convert the fixed rate on the Company’s bonds to a floating rate to match the underlying lease repayments profile.

These contracts are not designated for hedge accounting and most expire within five years or less.

The Company utilizes cross-currency amortizing swaps to hedge the currency and interest rate risk exposure associated with the European securitization program.

7 unchanged sentences

Periodically, the Company also uses interest rate swaps to modify the market risk exposures in connection with long-term debt.

During the fiscal year ended February 3, 2023, the Company entered into interest rate swaps designated as fair value hedges intended to hedge a portion of its interest rate exposure by converting the fixed interest rate of a certain tranche of debt to a floating interest rate based on the benchmark SOFR Overnight Index Swap rate.

As of February 3, 2023, the carrying amount of the hedged debt was $ 1 billion.

The gains and losses related to changes in the fair value of the interest rate swaps perfectly offset changes in the fair value of the hedged portion of the underlying debt that are attributable to the changes in the underlying benchmark interest rate.

During the fiscal year ended February 3, 2023, the cumulative amount of fair value hedge accounting adjustments was immaterial.

These contracts expire within four years .

During Fiscal 2023, the Company entered into interest rate swaps designated as fair value hedges intended to hedge a portion of its interest rate exposure by converting the fixed interest rate of a certain tranche of debt to a floating interest rate based on the benchmark SOFR Overnight Index Swap rate.

The gains and losses related to changes in the fair value of such interest rate swaps perfectly offset changes in the fair value of the hedged portion of the underlying debt that were attributable to the changes in the underlying benchmark interest rate.

During the fiscal year ended February 2, 2024, the Company repaid the hedged debt and terminated the associated interest rate swaps.

Derivative Instruments

The following table presents the notional amounts of outstanding derivative instruments as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

7 unchanged sentences

Total $ 6,551 $ 8,214

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the effect of derivative instruments designated as cash flow hedging instruments on the Consolidated Statements of Financial Position and the Consolidated Statements of Income for the periods indicated:

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

Derivatives in Cash Flow Hedging Relationships Gain 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)

3 unchanged sentences

Total $ 85 Total $ ( 107 )

For the fiscal year ended January 28, 2022:

For the fiscal year ended February 3, 2023:

Total net revenue $ 736

Total cost of net revenue ( 3 )

Foreign exchange contracts $ 374 Income from discontinued operations 3

Foreign exchange contracts $ 354 Total cost of net revenue ( 31 )

Total $ 354 Total $ 705

1 unchanged sentence

Total net revenue $ 158

Total cost of net revenue 5

Foreign exchange contracts $ ( 200 ) Income from discontinued operations ( 7 )

Total $ ( 200 ) Total $ ( 100 )

The following table presents the effect of derivative instruments not designated as hedging instruments on the Consolidated Statements of Income as of the dates indicated:

Foreign exchange contracts $ 374 Total cost of net revenue ( 3 )

Total $ 374 Income from discontinued operations 3

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the effect of derivative instruments not designated as hedging instruments on the Consolidated Statements of Income for the periods indicated:

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021 Location of Gain (Loss) Recognized

February 2, 2024 February 3, 2023 January 28, 2022 Location of Gain (Loss) Recognized

(in millions)

9 unchanged sentences

Other Current

Assets Other Non-

Current Assets Other Current

Liabilities Other Non-Current

Assets Other Non-Current Assets Other Current Liabilities Other Non-Current

Liabilities Total

13 unchanged sentences

Total derivatives at fair value $ 64 $ 40 $ ( 56 ) $ ( 28 ) $ 20

January 28, 2022

February 3, 2023

Other Current

Assets Other Non-

Current Assets Other Current

Liabilities Other Non-Current

Assets Other Non-Current Assets Other Current Liabilities Other Non-Current

Liabilities Total

3 unchanged sentences

Foreign exchange contracts in a liability position ( 21 ) — ( 142 ) — ( 163 )

Net asset 130 — 42 — 172

Interest rate contracts in an asset position — — — — —

Interest rate contracts in a liability position — — — ( 6 ) ( 6 )

Net asset (liability) ( 14 ) — ( 112 ) ( 6 ) ( 132 )

Derivatives not designated as hedging instruments:

16 unchanged sentences

Total derivative instruments $ 20 $ — $ 20 $ — $ ( 15 ) $ 5

January 28, 2022

February 3, 2023

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 of Assets/ (Liabilities) Recognized in the Statement of Financial Position

13 unchanged sentences

(in millions)

Balances as of January 29, 2021 $ 15,325 $ 4,237 $ 466 $ 20,028

Impact of foreign currency translation ( 219 ) — — ( 219 )

Goodwill divested — — ( 39 ) ( 39 )

Balances as of January 28, 2022 $ 15,106 $ 4,237 $ 427 $ 19,770

Goodwill acquired 48 — — 48

Balances as of February 3, 2023 $ 15,017 $ 4,232 $ 427 $ 19,676

Goodwill acquired (a) 77 — — 77

Impact of foreign currency translation and other ( 53 ) — — ( 53 )

Balances as of February 2, 2024 $ 15,041 $ 4,232 $ 427 $ 19,700

____________________

(a) Goodwill acquired represents goodwill recognized in connection with the Company’s acquisition of Moogsoft Inc.

during the fiscal year ended February 2, 2024.

Intangible Assets

The following table presents the Company’s intangible assets as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

Gross Accumulated

8 unchanged sentences

Total intangible assets $ 30,434 $ ( 24,733 ) $ 5,701 $ 30,382 $ ( 23,914 ) $ 6,468

Amortization expense related to definite-lived intangible assets was $ 1.0 billion, $ 1.6 billion, and $ 2.1 billion for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

There were no material impairment charges related to intangible assets during the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021.

Amortization expense related to definite-lived intangible assets was $ 0.8 billion, $ 1.0 billion, and $ 1.6 billion for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, respectively.

There were no material impairment charges related to intangible assets during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022.

DELL TECHNOLOGIES INC.

12 unchanged sentences

Goodwill and indefinite-lived intangible assets are tested for impairment annually during the third fiscal quarter and whenever events or circumstances may indicate that an impairment has occurred.

For the annual impairment review during the third quarter of Fiscal 2023, the Company elected to bypass the assessment of qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount, including goodwill.

For the annual impairment review of the Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”) reporting units during the third quarter of Fiscal 2024, the Company elected to bypass the assessment of qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount, including goodwill.

In electing to bypass the qualitative assessment, the Company proceeded directly to perform a quantitative goodwill impairment test to measure the fair value of each goodwill reporting unit relative to its carrying amount, and to determine the amount of goodwill impairment loss to be recognized, if any.

Management exercised significant judgment related to the above assessment, including the identification of goodwill reporting units, assignment of assets and liabilities to goodwill reporting units, assignment of goodwill to reporting units, and determination of the fair value of each goodwill reporting unit.

The fair value of each goodwill reporting unit is generally estimated using a combination of public company multiples and discounted cash flow methodologies.

For the remaining reporting units, the Company performed a qualitative assessment of goodwill at the reporting unit level.

The qualitative assessment included consideration of the relevant events and circumstances affecting the reporting unit, including macroeconomic, industry and market conditions, overall financial performance, and trends in the public company market valuation, where applicable.

Management exercised significant judgment related to the above assessments, including the identification of goodwill reporting units, assignment of assets and liabilities to goodwill reporting units, assignment of goodwill to reporting units, and determination of the fair value of each goodwill reporting unit.

For the quantitative goodwill impairment test, the fair value of each goodwill reporting unit is generally estimated using a combination of public company multiples and discounted cash flow methodologies.

The discounted cash flow and public company multiples methodologies require significant judgment, including estimation of future revenues, gross margins, and operating expenses, which are dependent on internal forecasts, current and anticipated economic conditions and trends, selection of market multiples through assessment of the reporting unit’s performance relative to peer competitors, the estimation of the long-term revenue growth rate and discount rate of the Company’s business, and the determination of the Company’s weighted average cost of capital.

3 unchanged sentences

Changes in these estimates and assumptions could materially affect the fair value of the indefinite-lived intangible assets, potentially resulting in a non-cash impairment charge.

Based on the results of the annual impairment test performed during the fiscal year ended February 3, 2023, the fair values of each of the reporting units exceeded their carrying values.

No goodwill impairment test was performed during the fiscal year ended February 3, 2023 other than the Company’s annual impairment review.

Based on the results of the annual impairment test performed during the fiscal year ended February 2, 2024, the fair values of each of the reporting units and indefinite-lived intangibles exceeded their carrying values.

No goodwill or indefinite-lived assets impairment test was performed during the fiscal year ended February 2, 2024 other than the Company’s annual impairment review.

DELL TECHNOLOGIES INC.

1 unchanged sentence

NOTE 11 — DEFERRED REVENUE

Deferred Revenue — Deferred revenue consists of support and deployment services, software maintenance, training, Software-as-a-Service, and undelivered hardware and professional services, consisting of installations and consulting engagements.

Deferred revenue consists of support and deployment services, software maintenance, training, Software-as-a-Service, and undelivered hardware and professional services, consisting of installations and consulting engagements.

Deferred revenue is recorded when the Company has invoiced or payments have been received for undelivered products or services where transfer of control has not occurred.

2 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

9 unchanged sentences

(a) For the fiscal year ended February 3, 2023, Other represents the reclassification of deferred revenue to accrued and other liabilities.

For the fiscal year ended January 28, 2022, Other consists of divested deferred revenue from the sale of Boomi.

See Note 1 of the Notes to the Consolidated Financial Statements for more information about the divestiture of Boomi.

Remaining Performance Obligations — Remaining performance obligations represent the aggregate amount of the transaction price allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period.

9 unchanged sentences

Purchase Obligations

The Company has contractual obligations to purchase goods or services, which specify significant terms (including fixed or minimum quantities to be purchased), fixed, minimum, or variable price provisions;

and the approximate timing of the transaction.

As of February 2, 2024, such purchase obligations were $ 4.4 billion for Fiscal 2025;

$ 0.3 billion for Fiscal 2026;

$ 0.2 billion for Fiscal 2026;

$ 0.2 billion for Fiscal 2027;

$ 0.1 billion for Fiscal 2028;

and immaterial thereafter.

and $ 0.3 billion for Fiscal 2027 and thereafter.

Legal Matters

The Company is involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of its business, including those identified below, consisting of matters involving consumer, antitrust, tax, intellectual property, and other issues on a global basis.

Pursuant to the Separation and Distribution Agreement referred to below, Dell Technologies shares responsibility with VMware for certain matters, as indicated below, and VMware has agreed to indemnify Dell Technologies in whole or in part with respect to certain matters.

The Company accrues a liability when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss.

5 unchanged sentences

As a result of the Class V transaction, the tracking stock feature of the Company’s capital structure associated with the Class V Common Stock was terminated.

In November 2018, four purported stockholders brought putative class action complaints arising out of the Class V transaction.

The actions were captioned Hallandale Beach Police and Fire Retirement Plan v.

Michael Dell et al.

(Civil Action No.

2018-0816-JTL), Howard Karp v.

Michael Dell et al.

(Civil Action No.

2019-0032-JTL), Miramar Police Officers’ Retirement Plan v.

Michael Dell et al.

(Civil Action No.

2019-0049-JTL), and Steamfitters Local 449 Pension Plan v.

Michael Dell et al.

(Civil Action No.

2019-0115-JTL).

The four actions were consolidated in the Delaware Chancery Court into In Re Dell Class V Litigation (Consol.

2018-0816-JTL).

The suit currently names as defendants Michael S.

Dell and certain of the other directors serving on the Board of Directors at the time of the Class V transaction, certain stockholders of the Company, consisting of Michael S.

Dell and Silver Lake Group LLC and certain of its affiliated funds, and Goldman Sachs & Co.

LLC (“Goldman Sachs”), which served as financial advisor to the Company in connection with the Class V transaction.

In an amended complaint filed in August 2019, the plaintiffs generally allege that the director and stockholder defendants breached their fiduciary duties under Delaware law to the former holders of Class V Common Stock in connection with the Class V transaction by offering a transaction value that was allegedly billions of dollars below the fair value.

The plaintiffs contend that the offer understated the value of shares surrendered by the former stockholders, which the plaintiffs allege should have reflected higher alternative valuations, including a valuation related to the value of the shares of VMware, Inc.

common stock, and that the difference in values was wrongfully appropriated by the stockholder defendants.

On August 20, 2021, the plaintiffs added Goldman Sachs as a defendant and allege that it aided and abetted the alleged primary violations.

The Company is not a defendant in this action but is subject to director indemnification provisions under its certificate of incorporation and bylaws, and is a party to agreements with the defendants that contain indemnification obligations of the Company, conditioned on the satisfaction of the requirements set forth in such agreements, relating to service as a director, ownership of the Company’s securities, and provision of services, as applicable.

In the complaint, the plaintiffs seek, among other remedies, a judicial declaration that the director and stockholder defendants breached their fiduciary duties.

The plaintiffs also seek in the complaint disgorgement of all profits, benefits, and other compensation obtained by the defendants as a result of such alleged conduct and an award of unspecified damages, fees, and costs.

The defendants filed a motion to dismiss the action in September 2019.

The court denied the motion in June 2020.

The plaintiffs and the defendants agreed to settle this

Certain stockholders of the Company, subsequently brought class action complaints arising out of the Class V transaction in which they named as defendants (collectively, the “defendants”) Michael S.

Dell and certain other directors serving on the Company’s board of directors at the time of the Class V transaction (collectively, the “director defendants”), certain stockholders of the Company, consisting of Mr.

Dell and Silver Lake Group LLC and certain of its affiliated funds (collectively, the “stockholder defendants”), and Goldman Sachs & Co.

LLC (“Goldman Sachs”), which served as financial advisor to the Company in connection with the transaction.

The plaintiffs generally alleged that the director defendants and the stockholder defendants breached their fiduciary duties under Delaware law to the former holders of the Class V Common Stock in connection with the Class V transaction by offering a transaction value that was allegedly billions of dollars below fair value.

As previously reported, during the fourth quarter of the fiscal year ended February 3, 2023, the plaintiffs and the defendants entered into an agreement to settle the lawsuit.

Under the terms of the settlement, the plaintiffs agreed to the dismissal of all claims upon payment of a total of $ 1.0 billion (the “settlement amount”), which includes all costs, expenses and fees of the plaintiff class relating to the action and its resolution.

The settlement terms required that the settlement amount be paid by the Company and/or the Company’s insurers pursuant to indemnification obligations of the Company to the defendants.

The Company is subject to indemnification obligations, upon the satisfaction of specified conditions, to the director and stockholder defendants and their affiliates pursuant to provisions of the Delaware General Corporation Law, the Company’s certificate of incorporation and bylaws, and agreements with the defendants.

A special committee of the Board of Directors consisting of directors who were not defendants in the action, advised by independent counsel, informed the Board of Directors of its determination that the defendants were entitled to indemnification under the foregoing obligations.

During the fiscal year ended February 3, 2023, the Company established a $ 1.0 billion liability on the Consolidated Statements of Financial Position and recognized $ 0.9 billion expense, net of $ 106 million in insurance proceeds, within interest and other, net within the Consolidated Statements of Income related to the settlement agreement.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

action, subject to court approval, in November 2022.

Under the terms of the settlement, the plaintiffs have agreed to dismissal of all claims upon payment of a total of $ 1.0 billion (the “settlement amount”), which amount will include all costs, expenses and fees of the plaintiff class relating to the action and its resolution.

The settlement terms provide that it is a condition of the settlement that the settlement amount will be paid by the Company and/or the Company’s insurers on behalf of the defendants pursuant to indemnification obligations of the Company to the defendants.

A special committee of the Company’s board of directors composed of directors who are not defendants, advised by independent counsel, has informed the board of directors that the committee has determined that the director defendants and the stockholder defendants are entitled to such indemnification.

The Company is subject to indemnification obligations pursuant to the provisions of the Delaware General Corporation Law, the terms of the Company’s certificate of incorporation and bylaws, and agreements with the defendants.

The settlement is conditioned on final approval of the settlement by the court.

If the court does not grant final approval of the settlement and all of its material terms, or the settlement does not otherwise become final or effective, proceedings in the action will continue.

The hearing for final approval of the settlement is scheduled for April 19, 2023.

During the fiscal year ended February 3, 2023, the Company established a $ 1.0 billion liability on the Consolidated Statements of Financial Position and recognized $ 1.0 billion expense within interest and other, net within the Consolidated Statements of Income related to the settlement agreement.

The Company expects to recover $ 106 million in insurance proceeds related to the settlement agreement, with cash proceeds to be received upon payment of the settlement.

The Company accounted for the expected insurance proceeds as a loss recovery and recognized a benefit within interest and other, net within the Consolidated Statements of Income and corresponding receivable on the Consolidated Statements of Financial Position.

Pending final approval of the settlement by the court, payment would be made in the Company’s second quarter of Fiscal 2024.

On May 16, 2023, during the fiscal year ended February 2, 2024, the Company paid the settlement amount following approval of the settlement by the Delaware Court of Chancery.

The payment is reflected within cash flows from operating activities within the Consolidated Statements of Cash Flows.

R2 Semiconductor Patent Litigation — In November 2022, R2 Semiconductor, Inc.

(“R2”) filed a lawsuit in the Dusseldorf Regional Court in Germany against Intel Deutschland GmbH, Dell GmbH, and certain other customers of Intel Corporation.

R2 asserted that one European patent is infringed by certain Intel processors and those of the Company’s products that incorporate those processors (the “Accused Products”).

R2 sought an injunction prohibiting the sale of the allegedly infringing products and damages for the alleged infringement.

The Dusseldorf Regional Court (the “Court”) conducted a trial on December 7, 2023, and, on February 7, 2024, issued a decision in favor of R2.

The Court’s judgment imposes an injunction prohibiting (among other acts) the sale and use of the Accused Products in Germany by Dell GmbH, and requiring Dell GmbH to issue a communication to certain customers recalling the covered products sold since March 5, 2020.

These orders will not take effect until after notice of R2’s payment of the sureties required for enforcement and will remain in place unless stayed or overturned on appeal or until the parties reach an agreement.

On February 8, 2024, the Company filed an appeal which is in process with the appellate court.

The Court has not yet assessed damages arising out of R2’s claim.

Intel Corporation has agreed to defend and indemnify the Company and its affiliates against certain losses incurred by the Company in connection with the alleged infringement.

Given the status of this lawsuit, the nature of the case, and the Company’s agreements with Intel Corporation, the Company is unable to make a reasonable estimate of the potential loss or range of losses that might arise from the lawsuit.

Other Litigation — Dell does not currently anticipate that any of the other various legal proceedings it is involved in will have a material adverse effect on its business, financial condition, results of operations, or cash flows.

8 unchanged sentences

Historically, payments related to these indemnification obligations have not been material to the Company.

Under the Separation and Distribution Agreement described in Note 3 of the Notes to the Consolidated Financial Statements, Dell Technologies has agreed to indemnify VMware, Inc., each of its subsidiaries and each of their respective directors, officers, and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Dell Technologies as part of the separation of Dell Technologies and VMware and their respective businesses as a result of the VMware Spin-off (the “Separation”).

VMware similarly has agreed to indemnify Dell Technologies Inc., each of its subsidiaries and each of their respective directors, officers, and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to VMware as part of the Separation.

Dell Technologies expects VMware to fully perform under the terms of the Separation and Distribution Agreement.

Under the Separation and Distribution Agreement entered into with VMware, Inc., (currently known as VMware LLC after its conversion into a Delaware limited liability company), upon the completion of the VMware Spin-off on November 1, 2021, Dell Technologies agreed to indemnify VMware, Inc., each of its subsidiaries and each of their respective directors, officers, employees, as well as any successors and assigns of the foregoing, from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to Dell Technologies as part of the separation of Dell Technologies and VMware, Inc.

(individually and together with its subsidiaries, “VMware”) and their respective businesses (the “Separation”).

VMware similarly agreed to indemnify Dell Technologies Inc., each of its subsidiaries and each of their respective directors, officers, and employees from and against all liabilities relating to, arising out of or resulting from, among other matters, the liabilities allocated to VMware as part of the Separation.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

For information on the cross-indemnifications related to the tax matters agreement between the Company and VMware described in Note 3 of the Notes to the Consolidated Financial Statements effective upon the Separation on November 1, 2021, see Note 3 and Note 21 of the Notes to the Consolidated Financial Statements.

For information on the cross-indemnifications related to the tax matters agreement between the Company and VMware effective upon the Separation on November 1, 2021, see Note 20 of the Notes to the Consolidated Financial Statements.

Certain Concentrations

3 unchanged sentences

Further, the Company does not anticipate nonperformance by any of the counterparties.

The Company markets and sells its products and services to large corporate clients, governments, and health care and education accounts, as well as to small and medium-sized businesses and individuals.

No single customer accounted for more than 10% of the Company’s consolidated net revenue during the fiscal year ended February 3, 2023, January 28, 2022, and January 29, 2021.

The Company markets and sells its products and services to large corporate clients, governmental agencies, and health care and education accounts, as well as to small and medium-sized businesses and individuals.

No single customer accounted for more than 10% of the Company’s consolidated net revenue during the fiscal year ended February 2, 2024, February 3, 2023, and January 28, 2022.

The Company utilizes a limited number of contract manufacturers that assemble a portion of its products.

The Company purchases components from suppliers and sells those components to such contract manufacturers.

The Company reflects the sale of such components by recognizing non-trade receivables from the contract manufacturers and a reduction in inventory when title and risk of loss passes to the manufacturer.

Cash flows related to such transactions are recorded within cash flows from operating activities.

The Company does not reflect the sale of the components in revenue and does not recognize any profit on the component sales until the related products are sold.

The Company does not reflect the sale of the components in revenue and does not recognize any profit on the component sales until the related products are sold to a customer.

The agreements with the majority of the contract manufacturers permit the Company to offset its payables against the receivables, thus mitigating the credit risk wholly or in part.

Receivables from the Company’s four largest contract manufacturers represented the majority of the Company’s gross non-trade receivables of $ 3.3 billion and $ 5.7 billion as of February 3, 2023 and January 28, 2022, respectively.

The Company offset its corresponding payables against $ 2.5 billion and $ 4.2 billion of such receivables as of February 3, 2023 and January 28, 2022, respectively.

Such receivables were $ 3.4 billion and $ 3.3 billion as of February 2, 2024 and February 3, 2023, respectively, and primarily consisted of receivables from the Company’s four largest contract manufacturers.

The Company offset its corresponding payables against $ 2.7 billion and $ 2.5 billion of such receivables as of February 2, 2024 and February 3, 2023, respectively.

The portion of receivables not offset is included in other current assets in the Consolidated Statements of Financial Position.

4 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

10 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

7 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

federal statutory rate 21.0 % 21.0 % 21.0 %

2 unchanged sentences

Change in valuation allowance 0.3 0.4 0.4

tax audit settlement — — ( 31.8 )

Non-deductible transaction-related costs — 0.8 1.2

2 unchanged sentences

Legal entity restructuring — — ( 4.1 )

RSA Security divestiture — — 12.3

Class V transaction litigation settlement — 5.8 —

1 unchanged sentence

Total 17.8 % 24.9 % 16.6 %

Changes to the Company’s effective tax rates for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021 were primarily driven by items discrete to those years.

The Company’s effective tax rate for the fiscal year ended February 3, 2023 includes the impact of a $ 0.9 billion expense recognized in connection with an agreement to settle the Class V transaction litigation.

Changes related to the Company’s effective tax rates for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022 were primarily driven by items discrete to those years.

Additionally, the Company’s effective tax rate for the fiscal year ended February 2, 2024 as compared to the fiscal year ended February 3, 2023 reflected the tax impact of foreign operations and benefits from U.S.

research and development tax credits.

The Company’s effective tax rate for the fiscal year ended February 3, 2023 includes the impact of a $ 0.9 billion expense recognized in connection with the agreement to settle the Class V transaction litigation described in Note 12 of the Notes to the Consolidated Financial Statements.

The Company’s effective tax rate for the fiscal year ended January 28, 2022 includes tax expense of $ 1.0 billion on a pre-tax gain of $ 4.0 billion related to the divestiture of Boomi during the period, as well as tax benefits of $ 367 million on $ 1.6 billion of debt extinguishment fees and $ 244 million related to the restructuring of certain legal entities.

Other changes to the Company’s effective income tax rates for the fiscal years ended February 3, 2023 as compared to January 28, 2022 were attributable to the tax impact of foreign operations, which included the impacts of higher jurisdictional mix of income in lower tax jurisdictions and higher tax benefits from foreign-derived intangible income offset by the impact of the capitalization of research and development costs under the Tax Cuts and Jobs Act.

Under the Tax Cuts and Jobs Act, which was enacted on December 22, 2017, research and development costs incurred for tax years beginning after December 31, 2021 must be capitalized and amortized ratably over five or 15 years for tax purposes, depending on where the research activities were conducted.

The differences between the Company’s effective income tax rates and the U.S.

federal statutory rate of 21% principally result from the geographical distribution of income, differences between the book and tax treatment of certain items, and the tax items discussed above.

The differences between the effective income tax rates and the U.S.

federal statutory rate of 21% principally result from the geographical distribution of income, differences between the book and tax treatment of certain items, and discrete tax items.

In certain jurisdictions, the Company’s tax rate is significantly less than the applicable statutory rate as a result of tax holidays.

The majority of the Company’s foreign income that is subject to these tax holidays is attributable to Singapore and China.

The majority of the Company’s foreign income subject to these tax holidays and lower tax rates is attributable to Singapore and China.

A significant portion of these income tax benefits relates to a tax holiday that will be effective until January 31, 2029.

The Company’s other tax holidays will expire in whole or in part during fiscal years 2030 through 2031.

Most of the Company’s other tax holidays will expire in whole or in part during fiscal years 2030 and 2031.

Many of these tax holidays and reduced tax rates may be extended when certain conditions are met or may be terminated early if certain conditions are not met or as a result of changes in tax legislation.

As of February 3, 2023, the Company was not aware of any matters of noncompliance related to these tax holidays or enacted tax legislative changes affecting these tax holidays.

For the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, the income tax benefits attributable to the tax status of the affected subsidiaries were estimated to be approximately $ 123 million ($ 0.16 per share), $ 466 million ($ 0.59 per share), and $ 359 million ($ 0.47 per share), respectively.

As of February 2, 2024, the Company was not aware of any matters of non-compliance related to these tax holidays or enacted tax legislative changes affecting these tax holidays.

For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, the income tax benefits attributable to the tax status of the affected subsidiaries were estimated to be approximately $ 244 million ($ 0.33 per share), $ 123 million ($ 0.16 per share), and $ 466 million ($ 0.59 per share), respectively.

These income tax benefits are included in tax impact of foreign operations in the table above.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company believes that a significant portion of the Company’s undistributed earnings as of February 3, 2023 will not be subject to further U.S.

federal taxation.

As of February 2, 2024, the Company has undistributed earnings of certain foreign subsidiaries of approximately $ 36.4 billion that remain indefinitely reinvested, and as such has not recognized a deferred tax liability.

Determination of the amount of unrecognized deferred income tax liability related to these undistributed earnings is not practicable.

The Company believes that a significant portion of the Company’s undistributed earnings as of February 2, 2024 will not be subject to further U.S.

federal taxation.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the components of the Company’s net deferred tax assets (liabilities) as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

1 unchanged sentence

Deferred revenue and warranty provisions $ 1,878 $ 1,959

Provisions for product returns and doubtful accounts 85 95

Credit carryforwards 554 938

2 unchanged sentences

Capitalized research and development 302 263

Other 332 301

Deferred tax assets (a) 4,550 3,936

Other (a) 320 417

Deferred tax assets (b) 4,151 4,550

Valuation allowance ( 1,232 ) ( 1,535 )

5 unchanged sentences

Other ( 375 ) ( 339 )

Deferred tax liabilities (a) ( 1,655 ) ( 1,870 )

Deferred tax liabilities (b) ( 1,487 ) ( 1,655 )

Net deferred tax assets $ 1,432 $ 1,360

____________________

(a) Deferred tax assets and deferred tax liabilities are included in other non-current assets and other non-current liabilities, respectively, in the Consolidated Statements of Financial Position.

(a) As of February 2, 2024, the Company elected to present provisions for product returns and doubtful accounts within Other.

Prior period balances have been recast to conform to this presentation.

(b) Deferred tax assets and deferred tax liabilities are included in other non-current assets and other non-current liabilities, respectively, in the Consolidated Statements of Financial Position.

DELL TECHNOLOGIES INC.

8 unchanged sentences

Total $ 4,151 $ ( 1,232 ) $ 2,919

January 28, 2022

February 3, 2023

Deferred Tax Assets Valuation Allowance Net Deferred Tax Assets First Year Expiring

4 unchanged sentences

Total $ 4,550 $ ( 1,535 ) $ 3,015

The Company’s credit carryforwards as of February 3, 2023 and January 28, 2022 relate primarily to U.S.

The Company’s credit carryforwards as of February 2, 2024 and February 3, 2023 relate primarily to U.S.

tax credits and include state and federal tax credits associated with research and development, as well as foreign tax credits associated with the U.S.

Tax Cuts and Jobs Act.

The more significant amounts of the Company’s credit carryforwards will begin expiring in fiscal year 2028.

The Company assessed the realizability of these U.S.

tax credits and has recorded a valuation allowance against the credits it does not expect to utilize.

The Company’s loss carryforwards as of February 3, 2023 and January 28, 2022 include net operating loss carryforwards from federal, state, and foreign jurisdictions.

The valuation allowances for other deferred tax assets as of February 3, 2023 and January 28, 2022 primarily relate to foreign jurisdictions, the changes in which are included in tax impact of foreign operations in the Company’s effective tax reconciliation.

The Company has determined that it will be able to realize the remainder of its deferred tax assets, based on the future reversal of deferred tax liabilities.

The decrease in credit carryforwards and corresponding valuation allowance for the fiscal year ended February 2, 2024 was primarily attributable to changes in the determination of foreign tax credits associated with the U.S.

Tax Cuts and Jobs Act.

These credit carryforwards were not previously expected to be utilized and had a full valuation allowance.

Accordingly, such changes had no impact on the Company’s effective tax rate.

The Company’s loss carryforwards as of February 2, 2024 and February 3, 2023 include net operating loss carryforwards from federal, state, and foreign jurisdictions.

The valuation allowances for other deferred tax assets as of February 2, 2024 and February 3, 2023 primarily relate to foreign jurisdictions, the changes in which are included in tax impact of foreign operations in the Company’s effective tax reconciliation.

The Company has determined that it will be able to realize the remainder of its deferred tax assets.

The following table presents the changes in the valuation allowance for deferred tax assets for the periods indicated:

Fiscal Year Ended

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

Balance at beginning of period $ 1,535 $ 1,423 $ 1,297

Charged to income tax provision ( 299 ) 84 155

Charged to other accounts ( 4 ) 28 ( 29 )

Balance at end of period $ 1,232 $ 1,535 $ 1,423

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents a reconciliation of the Company’s beginning and ending balances of unrecognized tax benefits for the periods indicated:

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

6 unchanged sentences

Ending Balance $ 2,367 $ 1,812 $ 1,595

The table does not include accrued interest and penalties of $ 394 million, $ 383 million, and $ 404 million as of February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

Additionally, the table does not include certain tax benefits associated with interest and state tax deductions and other indirect jurisdictional effects of uncertain tax positions, which were $ 910 million, $ 817 million, and $ 835 million as of February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

After taking these items into account, the Company’s net unrecognized tax benefits were $ 1.3 billion, $ 1.2 billion, and $ 1.2 billion as of February 3, 2023, January 28, 2022, and January 29, 2021, respectively, and are included in other non-current liabilities i n the Consolidated Statements of Financial Position.

The unrecognized tax benefits in the table above include $ 1.1 billion, $ 0.9 billion, and $ 0.9 billion as of February 3, 2023, January 28, 2022, and January 29, 2021, respectively, that, if recognized, would have impacted income tax expense.

The table above does not include accrued interest and penalties of $ 394 million as of both February 2, 2024 and February 3, 2023, and $ 383 million as of January 28, 2022.

Additionally, the table does not include certain tax benefits associated with interest and state tax deductions and other indirect jurisdictional effects of uncertain tax positions, which were $ 1,438 million, $ 910 million, and $ 817 million as of February 2, 2024, February 3, 2023, and January 28, 2022, respectively.

After taking these items into account, the Company’s net unrecognized tax benefits were $ 1.3 billion as of February 2, 2024 and February 3, 2023, and $ 1.2 billion as of January 28, 2022, and are included in other non-current liabilities i n the Consolidated Statements of Financial Position .

The unrecognized tax benefits in the table above include $ 1.2 billion, $ 1.1 billion, and $ 0.9 billion as of February 2, 2024, February 3, 2023, and January 28, 2022, respectively, that, if recognized, would have impacted income tax expense.

Interest and penalties related to income tax liabilities are included in income tax expense.

The Company recorded tax expense for interest and penalties of $ 16 million for the fiscal year ended February 3, 2023, and tax benefit of $ 14 million and $ 247 million for the fiscal years ended January 28, 2022 and January 29, 2021, respectively.

The Internal Revenue Service is currently conducting tax examinations of the Company for fiscal years 2015 through 2019.

The impact of interest and penalties on the Company’s tax provision was immaterial for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022.

In June 2023, the Company received Revenue Agent’s Reports for the examination by the Internal Revenue Service (“IRS”) of fiscal years 2015 through 2017 and fiscal years 2018 through 2019.

The Company agreed with the IRS assessments relating to fiscal years 2015 through 2017 and settled those positions in August 2023.

The impact to the financial statements for that settlement was not material.

For fiscal years 2018 through 2019, the IRS proposed adjustments primarily relating to certain transactions the Company completed as part of its business integration efforts, with which the Company disagrees and which it will contest through the IRS administrative appeals procedures.

In August 2023, the Company submitted a written protest to the IRS relating to certain assessments.

The Company anticipates that the appeals process for the resolution of these matters will extend beyond the next twelve months.

In September 2023, the IRS commenced a federal income tax examination of fiscal years 2020 through 2022.

The Company is also currently under income tax audits in various U.S.

1 unchanged sentence

The Company is undergoing negotiations, and in some cases contested proceedings, relating to tax matters with the taxing authorities in these jurisdictions.

The Company believes that it has provided adequate reserves related to all matters contained in tax periods open to examination.

Although the Company believes it has made adequate provisions for the uncertainties surrounding these audits, should the Company experience unfavorable outcomes, such outcomes could have a material impact on its results of operations, financial position, and cash flows.

With respect to major U.S.

state and foreign taxing jurisdictions, the Company is generally not subject to tax examinations for years prior to the fiscal year ended January 29, 2010.

The Company believes that it has provided adequate reserves related to all matters contained in tax periods open to examination, including the IRS audits described above.

Although the Company believes it has made adequate provisions for the uncertainties with respect to these audits, should the Company experience unfavorable outcomes, such outcomes could have a material impact on its results of operations, financial position, and cash flows.

Judgment is required in evaluating the Company’s uncertain tax positions and determining the Company’s provision for income taxes.

The Company does not expect a significant change to the total amount of unrecognized tax benefits within the next twelve months.

Although the timing of resolution or closure of uncertain tax positions is not certain, the Company believes it is reasonably possible that certain tax matters in various jurisdictions could be concluded within the next twelve months.

The resolution of these matters could reduce the Company’s unrecognized tax benefits by up to $ 0.4 billion including interest and penalties.

Such a reduction would have a material impact on the Company’s effective tax rate.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company takes certain non-income tax positions in the jurisdictions in which it operates and has received certain non-income tax assessments from various jurisdictions.

14 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) — ( 158 ) 7 ( 151 )

Spin-off of VMware 9 ( 1 ) — 8

Total change for the period ( 376 ) 215 44 ( 117 )

2 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) — ( 705 ) 1 ( 704 )

Spin-off of VMware 9 ( 1 ) — 8

Total change for the period ( 222 ) ( 351 ) 2 ( 571 )

Balances as of January 28, 2022 $ ( 526 ) $ 129 $ ( 34 ) $ ( 431 )

Change in comprehensive loss attributable to non-controlling interests ( 1 ) — — ( 1 )

Balances as of February 3, 2023 $ ( 747 ) $ ( 222 ) $ ( 32 ) $ ( 1,001 )

Other comprehensive income (loss) before reclassifications ( 8 ) 85 15 92

1 unchanged sentence

Total change for the period ( 8 ) 192 17 201

Change in comprehensive (loss) attributable to non-controlling interests ( 1 ) — — ( 1 )

Balances as of February 2, 2024 $ ( 755 ) $ ( 30 ) $ ( 15 ) $ ( 800 )

Amounts related to the Company’s cash flow hedges are reclassified to net income during the same period in which the items being hedged are recognized in earnings.

See Note 9 of the Notes to the Consolidated Financial Statements for more information on the Company’s derivative instruments.

See Note 9 of the Notes to the Consolidated Financial Statements for more information about the Company’s derivative instruments.

DELL TECHNOLOGIES INC.

2 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022

Cash Flow Hedges Pensions Total Cash Flow Hedges Pensions Total

February 2, 2024 February 3, 2023 January 28, 2022

Cash Flow Hedges Pensions Total Cash Flow Hedges Pensions Total Cash Flow Hedges Pensions Total

(in millions)

17 unchanged sentences

8,800 821 705

Common stock as of January 28, 2022

Common stock as of February 3, 2023

Class A 600 379 379

2 unchanged sentences

Class D 100 — —

Class V 343 — —

8,800 798 716

On June 29, 2022, the authorized capital stock provisions of the Company’s certificate of incorporation were amended to eliminate the Class V Common Stock as the fifth authorized series of Dell Technologies common stock.

In connection with the elimination of authorized Class V Common Stock, the Company’s certificate of incorporation also was amended to decrease by 343 million shares the total number of shares of common stock which Dell Technologies is authorized to issue.

Preferred Stock

The Company is authorized to issue one million shares of preferred stock, par value $ 0.01 per share.

As of February 3, 2023 and January 28, 2022, no shares of preferred stock were issued or outstanding.

As of February 2, 2024 and February 3, 2023, no shares of preferred stock were issued or outstanding.

Dell Technologies Common Stock — The Class A Common Stock, the Class B Common Stock, the Class C Common Stock, and the Class D Common Stock are collectively referred to as Dell Technologies Common Stock.

6 unchanged sentences

Conversion Rights — Under the Company’s certificate of incorporation, at any time and from time to time, any holder of Class A Common Stock or Class B Common Stock has the right to convert all or any of the shares of Class A Common Stock or Class B Common Stock, as applicable, held by such holder into shares of Class C Common Stock on a one -to-one basis.

During the fiscal year ended February 2, 2024, the Company issued 34 million shares of Class C Common Stock to stockholders upon the conversion of 25 million shares of Class A Common Stock and 9 million shares of Class B Common Stock in accordance with the Company’s certificate of incorporation.

During the fiscal year ended February 3, 2023, there were no conversions of shares of Class A Common Stock or Class B Common Stock into shares of Class C Common Stock.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the fiscal year ended January 28, 2022, the Company issued an aggregate of 5,985,573 shares of Class C Common Stock to stockholders upon their conversion of the same number of shares of Class A Common Stock into Class C Common Stock in accordance with the Company’s certificate of incorporation.

During the fiscal year ended January 29, 2021, the Company issued 6,334,990 shares of Class C Common Stock to stockholders upon their conversion of the same number of shares of Class B Common Stock into Class C Common Stock in accordance with the Company’s certificate of incorporation.

On February 24, 2022, the Company announced that its Board of Directors adopted a dividend policy providing for payment by the Company of quarterly cash dividends on the outstanding Dell Technologies Common Stock at a rate of $ 0.33 per share per fiscal quarter beginning in the first quarter of Fiscal 2023.

On March 2, 2023, the Company announced that the Board of Directors approved a 12 % increase in the quarterly dividend rate to a rate of $ 0.37 per share per fiscal quarter beginning in the first quarter of Fiscal 2024.

The Company paid the following dividends during the fiscal year ended February 3, 2023:

During the fiscal year ended January 28, 2022, the Company issued an aggregate of 6 million shares of Class C Common Stock to stockholders upon their conversion of the same number of shares of Class A Common Stock into Class C Common Stock in accordance with the Company’s certificate of incorporation.

On February 24, 2022, the Company announced that the Board of Directors adopted a dividend policy providing for payment of quarterly cash dividends on the Dell Technologies Common Stock.

The Company paid the following dividends during the periods presented:

Declaration Date Record Date Payment Date Dividend per Share Amount

( in millions )

March 2, 2023 April 25, 2023 May 5, 2023 $ 0.37 $ 270

June 16, 2023 July 25, 2023 August 4, 2023 $ 0.37 $ 268

September 28, 2023 October 24, 2023 November 3, 2023 $ 0.37 $ 266

December 5, 2023 January 23, 2024 February 2, 2024 $ 0.37 $ 261

February 24, 2022 April 20, 2022 April 29, 2022 $ 0.33 $ 248

2 unchanged sentences

December 6, 2022 January 25, 2023 February 3, 2023 $ 0.33 $ 236

During the fiscal year ended February 2, 2024, the Company also paid an immaterial amount of dividend equivalents on eligible vested equity awards which are not included above.

On February 29, 2024, subsequent to the close of the fiscal year ended February 2, 2024, the Company announced that the Board of Directors approved a 20 % increase in the dividend to a rate of $ 0.445 per share per fiscal quarter beginning in the first quarter of the fiscal year ending January 31, 2025.

Repurchases of Common Stock

Effective as of September 23, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company is authorized to repurchase up to $ 5 billion of shares of the Company’s Class C Common Stock with no fixed expiration date.

Effective as of September 23, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company is authorized to repurchase up to $ 5 billion of shares of Class C Common Stock with no fixed expiration date.

Effective as of October 5, 2023, the Company’s Board of Directors approved the repurchase of an additional $ 5 billion of shares of the Company’s Class C Common Stock under the stock repurchase program.

Following the approval, the Company had approximately $ 5.7 billion in authorized amount remaining under the program.

During the fiscal year ended February 2, 2024, the Company repurchased approximately 34 million shares of Class C Common Stock for a total purchase price of approximately $ 2.1 billion.

During the fiscal year ended January 28, 2022, the Company repurchased approximately 12 million shares of Class C Common Stock for a total purchase price of approximately $ 659 million.

During the fiscal year ended February 3, 2023, the Company repurchased approximately 62 million shares of Class C Common Stock for a total purchase price of approximately $ 2.8 billion.

During the fiscal year ended January 28, 2022, the Company repurchased 12 million shares of Class C Common Stock for a total purchase price of approximately $ 659 million.

The above repurchases of Class C Common Stock exclude shares withheld from stock awards to settle employee tax withholding obligations related to the vesting of such awards.

7 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

Earnings per share attributable to Dell Technologies Inc.

6 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

Continuing operations

Dell Technologies Common Stock

Net income attributable to Dell Technologies Inc.

from continuing operations - basic and diluted $ 2,442 $ 4,948 $ 2,249

— basic and diluted $ 3,211 $ 2,442 $ 4,948

Discontinued operations

1 unchanged sentence

Incremental dilution from VMware, Inc.

(a) — ( 7 ) ( 13 )

Income from discontinued operations, net of income taxes, attributable to Dell Technologies Inc.

2 unchanged sentences

Weighted-average shares outstanding — basic

Dilutive effect of options, restricted stock units, restricted stock, and other 19 29 23

Dilutive effect of equity awards 16 19 29

Weighted-average shares outstanding — diluted

Weighted-average shares outstanding — antidilutive

____________________

(a) The incremental dilution from VMware, Inc.

represents the impact of VMware, Inc.’s dilutive securities on diluted earnings 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 before the VMware Spin-off.

DELL TECHNOLOGIES INC.

4 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

13 unchanged sentences

2023 Stock Incentive Plan — Employees, consultants, non-employee directors, and other service providers of the Company or its affiliates are eligible to participate in the Dell Technologies Inc.

2013 Stock Incentive Plan, as amended and restated as of July 9, 2019 (the “2013 Plan”).

The 2013 Plan authorizes the Company to grant stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), restricted stock awards, and dividend equivalents.

Stock options have been granted with option exercise prices equal to the fair market value of the Company’s Class C Common Stock and expire ten years after the grant date.

The 2013 Plan authorizes the issuance of an aggregate of 165.5 million shares of the Class C Common Stock, including 55.0 million shares automatically added to the share pool pursuant to the equitable adjustment provisions relating to the VMware Spin-off.

2023 Stock Incentive Plan, which became effective on June 20, 2023 upon its approval by stockholders (the “2023 Plan”).

The 2023 Plan authorizes the Company to grant stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), restricted stock awards, deferred stock units, and dividend equivalents.

The 2023 Plan replaced the Dell Technologies Inc.

2013 Stock Incentive Plan (as amended and restated, the “2013 Plan”).

Upon effectiveness of the 2023 Plan, no further awards were authorized for grant under the 2013 Plan.

The 2023 Plan authorizes the issuance of an aggregate of up to approximately 103.3 million shares of the Class C Common Stock, including (a) 50.0 million shares of Class C Common Stock that were authorized for offering and issuance under the 2023 Plan, (b) approximately 7.0 million shares of Class C Common Stock that remained available for issuance under the 2013 Plan as of the effective date of the 2023 Plan, and (c) up to approximately 46.3 million shares of Class C Common Stock subject to awards outstanding under the 2013 Plan as of the effective date of the 2023 Plan that subsequently expire or terminate prior to exercise or settlement.

As of February 2, 2024, there were approximately 58 million shares of Class C Common Stock available for future grants under the 2023 Plan.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock Option Activity — The following table presents stock option activity settled in Dell Technologies Common Stock for the periods indicated:

Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (a)

(in millions) (per share) (in years) (in millions)

Options outstanding as of January 31, 2020 18 $ 14.82

Exercised ( 12 ) 14.32

Forfeited — —

Canceled/expired — —

Options outstanding as of January 29, 2021 6 15.87

VMware Spin-off adjustment (b) 2 NA

Exercised ( 5 ) 13.36

Forfeited — —

Canceled/expired — —

Options outstanding as of January 28, 2022 3 9.62

Exercised ( 1 ) 6.99

Forfeited — —

Canceled/expired — —

Options outstanding as of February 3, 2023 (c) 2 $ 10.29 2.5 $ 69

Exercisable as of February 3, 2023 2 $ 10.43 2.0 $ 65

Vested and expected to vest (net of estimated forfeitures) as of February 3, 2023 2 $ 10.32 2.4 $ 69

____________________

(a) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the closing price of $ 42.24 of the Class C Common Stock on February 3, 2023 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) In connection with the VMware Spin-off, and as authorized by the 2013 Plan, Dell Technologies made certain adjustments to the number of stock options and the exercise price of unexercised stock options using a conversion ratio of approximately 1.97 to 1 to preserve the intrinsic value of the awards prior to the VMware Spin-off.

(c) The ending weighted-average exercise price was calculated based on underlying options outstanding as of February 3, 2023.

The total fair value of options vested was no t material for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021.

The pre-tax intrinsic value of the options exercised was $ 35 million, $ 340 million, and $ 591 million for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

Cash proceeds from the exercise of stock options was $ 5 million, $ 62 million, and $ 179 million for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

The tax benefit realized from the exercise of stock options was $ 8 million, $ 76 million, and $ 139 million for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, respectively.

Restricted Stock — The Company’s restricted stock primarily consists of RSUs granted to employees.

During the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, the Company granted long-term incentive awards in the form of service-based RSUs and performance-based RSUs (“PSUs”) in order to align critical talent retention programs with the interests of holders of the Class C Common Stock.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Restricted Stock — The Company’s awards primarily consist of RSUs granted to employees.

During the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, the Company granted long-term incentive awards in the form of service-based RSUs and performance-based RSUs (“PSUs”) in order to align critical talent retention programs with the interests of holders of the Class C Common Stock.

Service-based RSUs have a fair value based on the closing price of the Class C Common Stock price as reported on the NYSE on the grant date or the trade day immediately preceding the grant date, if the grant date falls on a non-trading day.

1 unchanged sentence

Each service-based RSU represents the right to acquire one share of Class C Common Stock upon vesting.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The PSUs granted during the periods presented are reflected as target units for performance periods not yet complete.

2 unchanged sentences

The remaining PSUs are subject to internal financial measures and have fair values based on the closing price of the Class C Common Stock as reported on the NYSE on the accounting grant date.

Beginning with grants made during the fiscal year ended February 3, 2023, dividend equivalents will accrue on outstanding RSUs and PSUs when a dividend is paid to the Company’s common stockholders.

Beginning with grants made during the fiscal year ended February 3, 2023, dividend equivalents accrue on outstanding RSUs and PSUs when a dividend is paid to the Company’s common stockholders.

Accrued dividend equivalents will be paid when the underlying RSUs and PSUs vest.

1 unchanged sentence

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

Weighted-average grant date fair value (a) $ 43.91 $ 73.26 $ 134.01

8 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents restricted stock and restricted stock units activity settled in Dell Technologies Common Stock for the periods indicated :

The following table presents RSU activity settled in Class C Common Stock for the periods indicated :

Number of Units Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (a)

2 unchanged sentences

Granted 13 88.13

VMware Spin-off adjustment (b) 30 NA

Vested ( 13 ) 39.33

2 unchanged sentences

Granted 23 48.11

VMware Spin-off adjustment (b) 30 NA

Vested ( 27 ) 29.96

Forfeited ( 5 ) 39.26

Outstanding as of January 28, 2022 59 31.67

Outstanding as of February 3, 2023 50 39.44

Granted 23 39.62

4 unchanged sentences

____________________

(a) The aggregate intrinsic value represents the total pre-tax intrinsic values based on the closing price of $ 42.24 of the Class C Common Stock on February 3, 2023 as reported on the NYSE that would have been received by the RSU holders had the RSUs been issued as of February 3, 2023.

(a) The aggregate intrinsic value represents the total pre-tax intrinsic values based on the closing price of $ 86.32 of the Class C Common Stock on February 2, 2024 as reported on the NYSE that would have been received by the RSU holders if the RSUs had been issued as of February 2, 2024.

(b) In connection with the VMware Spin-off, and as authorized by the 2013 Plan, Dell Technologies made certain adjustments to the number of RSUs using a conversion ratio of approximately 1.97 to 1 to preserve the intrinsic value of the awards prior to the VMware Spin-off.

The total fair value of restricted stock that vested during the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021 was $ 827 million, $ 493 million, and $ 235 million, respectively, with a pre-tax intrinsic value of $ 1,371 million, $ 1,097 million, and $ 226 million, respectively.

The total fair value of RSU awards that vested during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022 was $ 973 million, $ 827 million, and $ 493 million, respectively, with a pre-tax intrinsic value of $ 1,230 million, $ 1,371 million, and $ 1,097 million, respectively.

As of February 2, 2024, there was $ 848 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to these awards expected to be recognized over a weighted-average period of approximately 1.7 years.

Dell Technologies Shares Withheld for Taxes — Beginning in the fiscal year ended February 3, 2023, shares of Class C Common Stock are generally withheld from issuance to cover employee taxes for the vesting of restricted stock units.

During the fiscal years ended January 28, 2022 and January 29, 2021, shares of Class C Common Stock were withheld from issuance to cover employee taxes for both the vesting of restricted stock units and the exercise of stock options only under certain situations.

For the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, 8 million, 0.4 million, and 0.1 million shares, respectively, were withheld to cover $ 388 million, $ 40 million, and $ 1 million, respectively, of employees’ tax obligations.

During the fiscal year ended January 28, 2022, shares of Class C Common Stock were withheld from issuance to cover employee taxes for both the vesting of restricted stock units and the exercise of stock options only under certain situations.

For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, 9.0 million, 8.0 million, and 0.4 million shares, respectively, were withheld to cover $ 366 million, $ 388 million, and $ 40 million, respectively, of employees’ tax obligations.

The value of the withheld shares was classified as a reduction to common stock and capital in excess of par value.

In addition to the 2013 Plan described above, the Company’s consolidated subsidiary, Secureworks, maintains its own equity plan and issues equity grants settling in its own Class A common stock.

The stock option and restricted stock unit activity under this plan was not material during the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021.

Stock Option Activity — In addition to RSU activity, the Company also had stock option activity which was not material during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022.

Stock options are granted with option exercise prices equal to the fair market value of the Company’s Class C Common Stock and expire ten years after the grant date.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

In addition to the 2023 Plan described above, the Company’s consolidated subsidiary, Secureworks, maintains its own equity plan and issues equity grants settling in its Class A common stock.

The stock option and restricted stock unit activity under this plan was not material to the Company during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 18 — RETIREMENT PLAN BENEFITS

10 unchanged sentences

pension plan is the end of the Company’s fiscal year.

The Company did not make any significant contributions to the U.S.

pension plan for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, and does not expect to make any significant contributions in Fiscal 2024.

The Company did not make any material contributions to the U.S.

pension plan for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, and does not expect to make any significant contributions in Fiscal 2025.

Net periodic benefit costs related to the U.S.

pension plan were immaterial for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021.

pension plan were immaterial for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022.

The following table presents attributes of the U.S.

pension plan as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

20 unchanged sentences

The following table presents attributes of the international pension plans as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

8 unchanged sentences

Defined Contribution Retirement Plans

Dell 401(k) Plan — The Company has a defined contribution retirement plan (the “Dell 401(k) Plan”) that complies with Section 401(k) of the Internal Revenue Code.

Dell 401(k) Plan — The Company maintains a defined contribution retirement plan (the “Dell 401(k) Plan”) that complies with Section 401(k) of the Internal Revenue Code.

employees and employees of certain subsidiaries, except those who are covered by a collective bargaining agreement, classified as a leased employee or a nonresident alien, or are covered under a separate plan, are eligible to participate in the Dell 401(k) Plan.

Participation in the Dell 401(k) Plan is at the election of the employee.

As of February 3, 2023, the Company matched 100 % of each participant’s voluntary contributions (the “Dell 401(k) employer match”), subject to a maximum contribution of 6 % of the participant’s eligible compensation, up to an annual limit of $ 7,500 , and participants vest immediately in all contributions to the Dell 401(k) Plan.

On June 1, 2020, the Company suspended the Dell 401(k) employer match for U.S.

employees as a precautionary measure to preserve financial flexibility in light of COVID-19.

Effective January 1, 2021, the Dell 401(k) employer match was reinstated, with no change to the employer match policy or participant eligibility requirements.

As of February 2, 2024, the Company matched 100 % of each participant’s voluntary contributions (the “Dell 401(k) employer match”), subject to a maximum contribution of 6 % of the participant’s eligible compensation, up to an annual limit of $ 7,500 .

Participants vest immediately in all contributions to the Dell 401(k) Plan.

The Company’s matching contributions as well as participants’ voluntary contributions are invested according to each participant’s elections in the investment options provided under the Dell 401(k) Plan.

The Company’s contributions during the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021 were $ 263 million, $ 249 million, and $ 154 million, respectively.

The Company’s contributions during the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022 were $ 238 million, $ 263 million, and $ 249 million, respectively.

DELL TECHNOLOGIES INC.

3 unchanged sentences

Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”).

ISG enables the Company’s customers’ digital transformation with solutions that address the fundamental shift to multicloud environments, machine learning, artificial intelligence, and data analytics.

The Company’s comprehensive storage portfolio includes traditional as well as next-generation storage solutions, including all-flash arrays, scale-out file, object platforms, hyperconverged infrastructure, and software-defined storage.

The Company’s server portfolio includes high-performance rack, blade, and tower servers.

The ISG networking portfolio helps the Company’s business customers transform and modernize their infrastructure, mobilize and enrich end-user experiences, and accelerate business applications and processes.

ISG also offers attached software, peripherals, and services, including support and deployment, configuration, and extended warranty services.

CSG includes sales to commercial and consumer customers of branded hardware (such as desktops, workstations, and notebooks) and branded peripherals (such as displays, docking stations, and other electronics), as well as third-party software and peripherals.

CSG also includes services offerings, including support and deployment, configuration, and extended warranty services.

ISG includes the Company’s storage, server, and networking offerings.

The Company’s comprehensive storage portfolio includes modern and traditional storage solutions, including all-flash arrays, scale-out file, object platforms, hyper-converged infrastructure, and software-defined storage.

The Company’s server portfolio includes high-performance general-purpose and AI-optimized servers.

The Company’s networking portfolio includes wide area network infrastructure, data center and edge networking switches, and cables and optics.

ISG also offers software, peripherals, and services, including consulting and support and deployment.

CSG includes offerings designed for commercial and consumer customers.

The Company’s CSG portfolio includes branded PCs including notebooks, desktops, and workstations, branded peripherals, and third-party software and peripherals.

CSG also includes services offerings, such as configuration, support and deployment, and extended warranties.

The reportable segments disclosed herein are based on information reviewed by the Company’s management to evaluate the business segment results.

1 unchanged sentence

The Company does not allocate assets to the above reportable segments for internal reporting purposes.

As described in Note 1 and Note 3 of the Notes to the Consolidated Financial Statements, the Company completed the VMware Spin-off on November 1, 2021.

Pursuant to the CFA described in such Notes, Dell Technologies continues to act as a distributor of VMware’s standalone products and services and purchase such products and services for resale to end-user customers (“VMware Resale”).

Dell Technologies also continues to integrate VMware’s products and services with Dell Technologies’ offerings and sell them to end users.

The results of such operations are classified as continuing operations within the Company’s Consolidated Statements of Income.

The results of standalone VMware Resale transactions are reflected in other businesses.

The results of integrated offering transactions are reflected within CSG or ISG, depending upon the nature of the underlying offering sold.

The Company's prior period segment results have been recast to reflect this change.

In accordance with applicable accounting guidance, the results of VMware, excluding Dell's resale of VMware offerings, are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for periods presented prior to the completion of the VMware Spin-off.

Following the completion of the VMware Spin-off and pursuant to the CFA, as described in Note 1 and Note 3 of the Notes to the Consolidated Financial Statements, Dell Technologies acted as a distributor of VMware’s standalone products and services and purchased such products and services for resale to end-user customers (“VMware Resale”).

The results of VMware Resale transactions are reflected in other businesses.

On November 22, 2023, VMware was acquired by Broadcom.

Following the acquisition, Broadcom announced changes to its go-to-market approach for VMware offerings which impacted the Company’s commercial relationship with VMware.

In response to such changes, on January 25, 2024, under a provision of the CFA permitting it to terminate the agreement upon a change in control of VMware, the Company delivered notice of termination of the CFA to Broadcom under which the agreement will terminate on March 25, 2024.

The Company continues to integrate select VMware products and services with Dell Technologies’ offerings and sell them to end-users.

The results of such offerings are reflected within CSG or ISG, depending upon the nature of the underlying offering sold.

DELL TECHNOLOGIES INC.

2 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

21 unchanged sentences

(a) Other businesses consists of (i) VMware Resale, (ii) Secureworks, and (iii) Virtustream, and do not meet the requirements for a reportable segment, either individually or collectively.

(b) The Company completed the sale of RSA Security on September 1, 2020, and the sale of Boomi on October 1, 2021.

Prior to the divestitures, RSA Security and Boomi’s results were included within other businesses.

See Note 1 of the Notes to the Consolidated Financial Statements for further details related to the divestitures of RSA Security and Boomi.

(b) The Company completed the sale of Boomi on October 1, 2021.

Prior to the divestiture, Boomi’s results were included within other businesses.

See Note 1 of the Notes to the Consolidated Financial Statements for further information about the divestiture of Boomi.

(c) Unallocated transactions includes other corporate items that are not allocated to Dell Technologies’ reportable segments.

(d) Impact of purchase accounting includes non-cash purchase accounting adjustments that are primarily related to the EMC merger transaction that was completed in September 2016.

(e) Transaction-related expenses includes acquisition, integration, and divestiture related costs, as well as the costs incurred in the VMware Spin-off described in Note 1 and Note 3 of the Notes to the Consolidated Financial Statements.

(d) Impact of purchase accounting includes non-cash purchase accounting adjustments that are primarily related to the EMC merger transaction.

(e) Transaction-related expenses includes acquisition, integration, and divestiture related costs.

During Fiscal 2022 this category also includes costs incurred in connection with the VMware Spin-off described in Note 1 and Note 3 of the Notes to the Consolidated Financial Statements.

(f) Stock-based compensation expense consists of equity awards granted based on the estimated fair value of those awards at grant date.

(g) Other corporate expenses includes impairment charges, incentive charges related to equity investments, severance, facility action, payroll taxes associated with stock-based compensation, and other costs.

(g) Other corporate expenses includes impairment charges, severance expense, incentive charges related to equity investments, facility action costs, payroll taxes associated with stock-based compensation, and other costs.

DELL TECHNOLOGIES INC.

2 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

9 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

3 unchanged sentences

The following table presents property, plant, and equipment, net allocated between the United States and foreign countries as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

4 unchanged sentences

The allocation between domestic and foreign net revenue is based on the location of the customers.

Net revenue from any single foreign country did not constitute more than 10% of the Company’s consolidated net revenue for any of the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021.

As of February 3, 2023 and January 28, 2022, property, plant, and equipment, net primarily related to domestic ownership.

Net revenue from any single foreign country did not constitute more than 10% of the Company’s consolidated net revenue for any of the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022.

As of February 2, 2024 and February 3, 2023, property, plant, and equipment, net primarily related to domestic ownership.

Within foreign countries, property, plant, and equipment, net of $ 0.8 billion was located in Ireland.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 20 — RELATED PARTY TRANSACTIONS

Prior to the acquisition of VMware by Broadcom, VMware was considered a related party of the Company as a result of Michael Dell’s ownership interests in both Dell Technologies and VMware as well as Mr.

Dell’s service as Chairman and Chief Executive Officer of Dell Technologies and as Chairman of the Board of VMware, Inc.

On November 22, 2023, upon the completion of Broadcom’s acquisition of VMware, Mr.

Dell’s ownership interest in VMware and his position as Chairman of the Board of VMware terminated.

The Company has determined that Broadcom’s acquisition terminated the Company’s related party relationship with VMware effective as of November 22, 2023 and that no related party relationship exists with Broadcom or VMware as of February 2, 2024.

The information provided below includes a summary of related party transactions with VMware for the periods presented within this report.

Such transactions were considered related party transactions only through November 21, 2023, the day immediately preceding Broadcom’s acquisition of VMware.

The Company continues to engage in select transactions with VMware following the completion of Broadcom’s acquisition and the termination of the related party relationship.

See Note 19 of the Notes to the Consolidated Financial Statements for additional information.

Related Party Transactions with VMware

• Dell Technologies integrated or bundled select VMware products and services with Dell Technologies’ products and sold them to end-users.

Dell Technologies also acted as a distributor, purchasing VMware’s standalone products and services for resale to end-user customers.

Where applicable, costs under these arrangements were presented net of rebates received by Dell Technologies.

• DFS provided financing to certain VMware end-users, which resulted in the recognition of amounts due to related parties on the Consolidated Statements of Financial Position.

Associated financing fees were recorded to product net revenue on the Consolidated Statements of Income and are reflected within sales and leases of products to VMware in the table below.

• Dell Technologies procured products and services from VMware for its internal use.

For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, costs incurred associated with products and services purchased from VMware for internal use were immaterial.

• Dell Technologies sold and leased products and sold services to VMware.

For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, revenue recognized from sales of services to VMware was immaterial.

• Dell Technologies and VMware entered into joint marketing, sales, and branding arrangements, for which both parties incurred costs.

For the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, consideration received from VMware for joint marketing, sales, and branding arrangements was immaterial.

• Dell Technologies and VMware entered into a transition services agreement in connection with the VMware Spin-off to provide various support services, including investment advisory services, certain support services from Dell Technologies personnel, and other transitional services.

Costs incurred associated with this agreement were immaterial for the fiscal years ended February 3, 2023 and January 28, 2022.

Activities under the agreement concluded during Fiscal 2023.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents information about the impact of Dell Technologies’ related party transactions with VMware on the Consolidated Statements of Income for the periods presented:

Fiscal Year Ended

Classification February 2, 2024 (a) February 3, 2023 January 28, 2022

(in millions)

Sales and leases of products to VMware Net revenue - products $ 103 $ 154 $ 188

Purchase of VMware products for resale Cost of net revenue - products $ 1,010 $ 1,634 $ 1,577

Purchase of VMware services for resale Cost of net revenue - services $ 2,810 $ 3,065 $ 2,487

____________________

(a) For the fiscal year ended February 2, 2024, amounts are reported only through November 21, 2023, the day immediately preceding the acquisition of VMware by Broadcom.

The following tables present amounts classified as related party balances on the Consolidated Statements of Financial Position as of the dates indicated:

Classification February 3, 2023

(in millions)

Deferred costs related to VMware products and services for resale (a) Other current assets $ 3,000

Deferred costs related to VMware products and services for resale (a) Other non-current assets $ 2,537

____________________

(a) Deferred costs are not reported as related party balances as of February 2, 2024 as the related party relationship with VMware terminated upon Broadcom’s acquisition of VMware.

February 2, 2024 (a) February 3, 2023

(in millions)

Due from related party, net, current (b) $ — $ 378

Due from related party, net, non-current (c) $ — $ 440

Due to related party, current (d) $ — $ 2,067

____________________

(a) Amounts due from related party, net were reclassified into accounts receivable, net, other current assets, and other non-current assets, and amounts due to related party, net were reclassified into accounts payable as of February 2, 2024 as, subsequent to Broadcom’s acquisition of VMware, the amounts were no longer considered due from or due to a related party.

(b) Amounts due from related party, net, current consisted of amounts due from VMware, inclusive of current net tax receivables from VMware under the Tax Agreements described below.

Amounts, excluding tax, were generally settled in cash within 60 days.

(c) Amounts due from related party, net, non-current consisted of the non-current portion of net receivables from VMware under the Tax Agreements.

(d) Amounts due to related party, current included amounts due to VMware, which were generally settled in cash within 60 days.

Related Party Tax Matters

In connection with the VMware Spin-off and concurrently with the execution of the Separation and Distribution Agreement, effective as of April 14, 2021, Dell Technologies and VMware entered into a Tax Matters Agreement (the “Tax Matters Agreement”) and agreed to terminate the Tax Sharing Agreement as amended on December 30, 2019 (together with the Tax Matters Agreement, the “Tax Agreements”).

The Tax Matters Agreement governs Dell Technologies’ and VMware’s respective rights and obligations regarding income and other taxes as well as related matters, including tax liabilities, benefits, attributes, and returns for periods both preceding and proceeding the spin-off.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The timing of the tax payments due to and from VMware is governed by the Tax Agreements.

VMware’s portion of the mandatory one-time transition tax on accumulated earnings of foreign subsidiaries (the “Transition Tax”) is governed by a letter agreement between VMware and Dell Technologies entered into on April 1, 2019.

Pursuant to the Tax Agreements, net receipts from VMware were $ 286 million during the fiscal year ended February 2, 2024, a portion of which was received subsequent to the completion of Broadcom’s acquisition of VMware, and were immaterial for the fiscal years ended February 3, 2023 and January 28, 2022.

Such receipts were primarily related to VMware’s portion of the Transition Tax and federal income taxes on Dell Technologies’ consolidated income tax return.

As of February 2, 2024 and February 3, 2023, the amount due from VMware under the Tax Matters Agreement was $ 311 million and $ 599 million, respectively, and primarily related to VMware’s estimated tax obligation resulting from the Transition Tax.

The 2017 Tax Cuts and Jobs Act included a deferral election for an eight-year installment payment method on the Transition Tax.

Dell Technologies expects VMware to pay the remainder of its Transition Tax over a period of two years .

Upon consummation of the VMware Spin-off, Dell Technologies recorded net income tax indemnification receivables from VMware related to certain income tax liabilities for which Dell Technologies is jointly and severally liable, but for which it is indemnified by VMware under the Tax Matters Agreement.

The amounts that VMware may be obligated to pay Dell Technologies could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years.

The net receivable as of February 2, 2024 and February 3, 2023 was $ 104 million and $ 146 million, respectively.

Amounts due from VMware as of February 2, 2024 under the Tax Matters Agreement and the indemnification receivable are no longer considered due from a related party.

Other Related Parties

Transactions with other related parties during the periods presented were immaterial, individually and in aggregate.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 21 — SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION

The following table presents additional information on selected assets included in the Consolidated Statements of Financial Position as of the dates indicated:

February 3, 2023 January 28, 2022

February 2, 2024 February 3, 2023

(in millions)

4 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 7,507 $ 8,894

Inventories, net:

Production materials $ 2,321 $ 3,225

1 unchanged sentence

Finished goods 694 843

Total inventories, net $ 4,776 $ 5,898

Total inventories $ 3,622 $ 4,776

Prepaid expenses:

2 unchanged sentences

Total deferred costs, current (b) $ 5,548 $ 5,459

Property, plant, and equipment, net:

Computer equipment $ 6,899 $ 6,497

Property, plant, and equipment, net (c):

Assets in a customer contract $ 5,022 $ 4,664

Computer and other equipment 3,552 3,401

Land and buildings 2,877 3,059

Machinery and other equipment 3,134 2,714

Internal use software 2,166 1,968

Total property, plant, and equipment 13,617 13,092

Accumulated depreciation and amortization (c) ( 6,883 ) ( 6,891 )

Accumulated depreciation and amortization (d) ( 7,185 ) ( 6,883 )

Total property, plant, and equipment, net $ 6,432 $ 6,209

3 unchanged sentences

Amounts classified as long-term deferred costs are included in other non-current assets and are not disclosed above.

(c) During the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, the Company recognized $ 1.8 billion, $ 1.6 billion, and $ 1.3 billion, respectively, in depreciation expense.

(c) The Company revised its presentation of property, plant, and equipment, net by major asset class as of February 2, 2024.

Prior period balances have been recast to conform to this presentation.

(d) During the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022, the Company recognized $ 2.0 billion, $ 1.8 billion, and $ 1.6 billion, respectively, in depreciation expense.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Valuation and Qualifying Accounts

The provisions recognized on the Consolidated Statements of Income during the fiscal years presented are based on assessments of the impact of current and expected future economic conditions.

The duration and severity of continued market volatility is highly uncertain and, as such, the impacts on expected credit losses for trade receivables and financing receivables are subject to significant judgment and may cause variability in the Company’s allowance for credit losses in future periods for trade receivables and financing receivables.

The following table presents the Company’s valuation and qualifying accounts for the periods indicated:

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

(in millions)

Customer Financing Receivables - Allowance for financing receivable losses:

Balance at beginning of period $ 189 $ 321 $ 149

Adjustment for adoption of accounting standard — — 111

Charge-offs, net of recoveries ( 60 ) ( 72 ) ( 91 )

Provision charged to income statement 72 ( 60 ) 152

Balance at end of period $ 201 $ 189 $ 321

Tax Valuation Allowance:

Balance at beginning of period $ 1,423 $ 1,297 $ 1,313

Charged to income tax provision 84 155 41

Charged to other accounts 28 ( 29 ) ( 57 )

Balance at end of period $ 1,535 $ 1,423 $ 1,297

Warranty Liability

1 unchanged sentence

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

4 unchanged sentences

Warranty liability at end of period $ 426 $ 467 $ 480

Current portion $ 324 $ 353 $ 356

Non-current portion $ 143 $ 127 $ 117

____________________

1 unchanged sentence

The Company’s warranty liability process does not differentiate between estimates made for pre-existing warranties and those made for new warranty obligations.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Severance Charges

1 unchanged sentence

The liability related to these actions is included in accrued and other current liabilities in the Consolidated Statements of Financial Position.

On February 6, 2023, subsequent to close of the fiscal year ended February 3, 2023, the Company announced to its employees reorganizations and actions to align its investments more closely with its previously discussed strategic and customer priorities.

These actions will reduce the Company’s workforce by approximately 5 % as the Company continues to take prudent steps in light of a challenging global economic environment.

The Company recognized $ 367 million of expense associated with these actions in the fourth quarter of the fiscal year ended February 3, 2023.

The following table presents the activity related to the Company’s severance liability for the periods indicated:

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

6 unchanged sentences

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

6 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Supply Chain Finance Program

The Company maintains a Supply Chain Finance Program (the “SCF Program”), which enables eligible suppliers of the Company, at the supplier's sole discretion, to sell receivables due from the Company to a third-party financial institution.

The Company has no involvement in establishing the terms or conditions of the arrangement between its suppliers and the financial institution and no economic interest in a supplier's decision to sell a receivable.

Suppliers may elect to sell varying amounts of their outstanding receivables as part of the SCF Program.

The Company does not provide legally secured assets or other forms of guarantees under the arrangement.

The SCF Program does not impact the Company's liquidity as payments for participating supplier invoices are remitted by the Company to the financial institution on the original invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution.

Further, the Company negotiates payment terms with suppliers regardless of their decision to participate in the SCF Program.

Payment terms with such suppliers vary and do not exceed 130 days.

Any amounts due to the financial institution for suppliers participating in the SCF Program are recorded within Accounts Payable on the Consolidated Statements of Financial Position and associated payments are included in cash flows from operating activities on the Consolidated Statements of Cash Flows.

As of February 2, 2024 and February 3, 2023, the Company had $ 1.1 billion and $ 1.0 billion, respectively, included within Accounts Payable representing invoices due to suppliers confirmed as valid under the SCF Program.

Interest and other, net

1 unchanged sentence

Fiscal Year Ended

February 3, 2023 January 28, 2022 January 29, 2021

February 2, 2024 February 3, 2023 January 28, 2022

(in millions)

5 unchanged sentences

Gain on disposition of businesses and assets — — 3,968

Debt extinguishment fees — ( 1,572 ) ( 158 )

Debt extinguishment gain (loss) 68 — ( 1,572 )

Legal settlement, net — ( 894 ) —

3 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 21 — RELATED PARTY TRANSACTIONS

VMware is considered to be a related party of the Company as a result of Michael Dell’s ownership interests in both Dell Technologies and VMware as well as Mr.

Dell’s continued service as Chairman and Chief Executive Officer of Dell Technologies and as Chairman of the Board of VMware, Inc.

See Note 1 and Note 3 of the Notes to the Consolidated Financial Statements for more information about the VMware Spin-off.

The information provided below includes a summary of transactions with VMware.

Transactions with related parties other than VMware during the periods presented were immaterial, individually and in aggregate.

Transactions with VMware

Dell Technologies and VMware engage in the following ongoing related party transactions:

• Pursuant to original equipment manufacturer and reseller arrangements, Dell Technologies integrates or bundles VMware’s products and services with Dell Technologies’ products and sells them to end-users.

Dell Technologies also acts as a distributor, purchasing VMware’s standalone products and services for resale to end-user customers.

Where applicable, costs under these arrangements are presented net of rebates received by Dell Technologies.

• Dell Technologies procures products and services from VMware for its internal use.

For the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, costs incurred associated with products and services purchased from VMware for internal use were immaterial.

• Dell Technologies sells and leases products and sells services to VMware.

For the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, revenue recognized from sales of services to VMware was immaterial.

• DFS provides financing to certain VMware end-users.

Upon acceptance of the financing arrangement by both VMware’s end-users and DFS, DFS recognizes amounts due to related parties on the Consolidated Statements of Financial Position.

Associated financing fees are recorded to product net revenue on the Consolidated Statements of Income and are reflected within sales and leases of products to VMware in the table below.

• Dell Technologies and VMware also enter into joint marketing, sales, and branding arrangements, for which both parties may incur costs.

For the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021, consideration received from VMware for joint marketing, sales, and branding arrangements was immaterial.

Costs associated with this agreement were immaterial for the fiscal years ended February 3, 2023 and January 28, 2022.

Activities under the agreement concluded during the fiscal year ended February 3, 2023.

• Prior to the completion of the VMware Spin-off, Dell Technologies provided support services and support from Dell Technologies personnel to VMware in certain geographic regions where VMware did not have an established legal entity.

These employees were managed by VMware, but Dell Technologies incurred the costs for these such services.

The costs incurred by Dell Technologies on VMware’s behalf to these employees were charged to VMware.

For the fiscal years ended January 28, 2022 and January 29, 2021, costs associated with such seconded employees were immaterial.

Remaining activity related to seconded employees occurring after the completion of the VMware Spin-off was governed by the transition services agreement discussed above.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents information about the impact of Dell Technologies’ related party transactions with VMware on the Consolidated Statements of Income for the periods indicated:

Fiscal Year Ended

Classification February 3, 2023 January 28, 2022 January 29, 2021

(in millions)

Sales and leases of products to VMware Net revenue - products $ 154 $ 188 $ 166

Purchase of VMware products for resale Cost of net revenue - products $ 1,634 $ 1,577 $ 1,493

Purchase of VMware services for resale Cost of net revenue - services $ 3,065 $ 2,487 $ 1,848

The following table presents information about the impact of Dell Technologies’ related party transactions with VMware on the Consolidated Statements of Financial Position as of the dates indicated:

Classification February 3, 2023 January 28, 2022

(in millions)

Deferred costs related to VMware products and services for resale Other current assets $ 3,000 $ 2,571

Deferred costs related to VMware products and services for resale Other non-current assets $ 2,537 $ 2,311

Due To/From Related Party

The following table presents amounts due to and from VMware as of the dates indicated:

February 3, 2023 January 28, 2022

(in millions)

Due from related party, net, current (a) $ 378 $ 131

Due from related party, net, non-current (b) $ 440 $ 710

Due to related party, current (c) $ 2,067 $ 1,414

____________________

(a) Amounts due from related party, net, current consists of amounts due from VMware, inclusive of current net tax receivables from VMware under the Tax Agreements described below.

Amounts, excluding tax, are generally settled in cash within 60 days of each quarter-end.

(b) Amounts due from related party, net, non-current consists of non-current portion of net receivables from VMware under the Tax Agreements.

(c) Amounts due to related party, current includes amounts due to VMware, which are generally settled in cash within 60 days of each quarter-end.

Related Party Tax Matters

Tax Agreements — In connection with the VMware Spin-off and concurrently with the execution of the Separation and Distribution Agreement, effective as of April 14, 2021, Dell Technologies and VMware entered into a Tax Matters Agreement (the “Tax Matters Agreement”) and agreed to terminate the tax sharing agreement as amended on December 30, 2019 (together with the Tax Matters Agreement, the “Tax Agreements”).

The Tax Matters Agreement governs Dell Technologies’ and VMware’s respective rights and obligations, both for pre-spin-off periods and post-spin-off periods, regarding income and other taxes, and related matters, including tax liabilities and benefits, attributes, and returns.

The timing of the tax payments due to and from related parties is governed by the Tax Agreements.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Net receipts from VMware pursuant to the Tax Agreements were immaterial during the fiscal years ended February 3, 2023 and January 28, 2022, and $ 307 million during the fiscal year ended January 29, 2021, and primarily related to VMware’s portion of the Transition Tax, federal income taxes on Dell Technologies’ consolidated tax return, and state tax payments for combined states.

As a result of the activity under the Tax Agreements with VMware, amounts due from VMware were $ 599 million and $ 621 million as of February 3, 2023 and January 28, 2022, respectively, primarily related to VMware’s estimated tax obligation resulting from the Transition Tax.

The 2017 Tax Cuts and Jobs Act included a deferral election for an eight-year installment payment method on the Transition Tax.

Dell Technologies expects VMware to pay the remainder of its Transition Tax over a period of three years .

Indemnification — Upon consummation of the VMware Spin-off, Dell Technologies recorded net income tax indemnification receivables from VMware related to certain income tax liabilities for which Dell Technologies is jointly and severally liable, but for which it is indemnified by VMware under the Tax Matters Agreement.

The amounts that VMware may be obligated to pay Dell Technologies could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years.

The net receivable as of February 3, 2023 and January 28, 2022 was $ 146 million and $ 144 million, respectively.

DELL TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 22 — GOVERNMENT ASSISTANCE

The Company receives government assistance in the form of grants and incentives which vary in size, duration, and conditions from various domestic and international governing bodies and related entities.

For government assistance in which no specific US GAAP applies, the Company accounts for such transactions as a gain contingency and by analogy to a grant model.

1 unchanged sentence

The Company classifies the impact of government assistance on the Consolidated Statements of Income based on the underlying nature and purpose of the assistance.

During the fiscal year ended February 3, 2023, government assistance received primarily consisted of the following:

During the fiscal years ended February 2, 2024 and February 3, 2023, government assistance received primarily consisted of the following:

The Company received assistance from foreign governmental entities designed, in part, to promote competitive pricing by providing companies with an offset to local sales taxes incurred on the sales of products to customers.

3 unchanged sentences

Such expirations could be impacted by future legislation.

During the fiscal year ended February 3, 2023, the Company recognized $ 297 million within net revenue on the Consolidated Statements of Income related to such assistance.

During the fiscal years ended February 2, 2024 and February 3, 2023, the Company recognized $ 288 million and $ 297 million, respectively, within net revenue on the Consolidated Statements of Income related to such assistance.

The Company received incentives from foreign governmental entities to provide reimbursement for various costs incurred that are directly tied to the production or delivery of offerings sold to customers.

1 unchanged sentence

These agreements currently expire at various dates through 2029.

During the fiscal year ended February 3, 2023, the Company recognized a benefit of $ 318 million to cost of net revenue on the Consolidated Statements of Income related to such assistance.

During the fiscal years ended February 2, 2024 and February 3, 2023, the Company recognized a benefit of $ 166 million and $ 318 million, respectively, to cost of net revenue on the Consolidated Statements of Income related to such assistance.

DELL TECHNOLOGIES INC.

1 unchanged sentence

NOTE 23 — SUBSEQUENT EVENTS

There were no known events occurring after February 3, 2023 and up until the date of issuance of this report that would materially affect the information presented herein.

Except as otherwise disclosed, there were no known events occurring after February 2, 2024, and up until the date of issuance of this report that would materially affect the information presented herein.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data