27 unchanged sentences
ITEM 9B — OTHER INFORMATION
+Added: Trading Arrangements
+Added: On January 4, 2024 , Richard J.
+Added: Rothberg , our General Counsel , adopted a written plan for the sale of up to 114,368 shares of the Company’s Class C Common Stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: The plan will expire on August 30, 2024, or on any earlier date on which all of the shares have been sold.
ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
16 unchanged sentences
(private equity)
−Removed: Simon Patterson
−Removed: Managing Director
−Removed: (private equity)
Public Company Director
+Added: Public Company Director
Founder and CEO
15 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Financial Position at February 3, 2023 and January 28, 2022
−Removed: Consolidated Statements of Income for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021
−Removed: Consolidated Statements of Comprehensive Income for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021
−Removed: Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021
−Removed: Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 3, 2023, January 28, 2022, and January 29, 2021
+Added: Consolidated Statements of Financial Position at February 2, 2024 and February 3, 2023
+Added: Consolidated Statements of Income for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
+Added: Consolidated Statements of Comprehensive Income for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
+Added: Consolidated Statements of Cash Flows for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
+Added: Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 2, 2024, February 3, 2023, and January 28, 2022
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
−Removed: The information required in the following financial statement schedules is included in Note 20 of the Notes to the Consolidated Financial Statements under “Part II — Item 8 — Financial Statements and Supplementary Data”:
−Removed: Schedule II — Valuation and Qualifying Accounts
−Removed: All other schedules have been omitted because they are not applicable or the required information is otherwise included in the Consolidated Financial Statements or Notes thereto.
+Added: All schedules have been omitted because they are not applicable or the required information is otherwise included in the Consolidated Financial Statements or Notes thereto.
Number Description
14 unchanged sentences
Indenture, dated as of April 27, 1998, between Dell Computer Corporation and Chase Bank of Texas, National Association, as trustee (incorporated by reference to Exhibit 99.2 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on April 28, 1998) (Commission File No.
−Removed: 0 00 -17017).
Indenture, dated as of April 17, 2008, between Dell Inc.
1 unchanged sentence
(formerly The Bank of New York Trust Company, N.A.), as trustee (including the form of notes) (incorporated by reference to Exhibit 4.1 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on April 17, 2008) (Commission File No.
−Removed: 0 00 -17017).
Indenture, dated as of April 6, 2009, between Dell Inc.
and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on April 6, 2009) (Commission File No.
−Removed: 0 00 -17017).
Third Supplemental Indenture, dated September 10, 2010, between Dell Inc.
and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on September 10, 2010) (Commission File No.
−Removed: 0 00 -17017).
Base Indenture, dated as of June 1, 2016, among Diamond 1 Finance Corporation and Diamond 2 Finance Corporation, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.14 to Amendment No.
33 unchanged sentences
Supplemental Indenture No.
−Removed: 5, dated as of March 20, 2019, among Dell International L.L.C .
−Removed: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.11 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
−Removed: Base Indenture, dated as of March 20, 2019, among Dell International L.L.C .
−Removed: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
+Added: 5, dated as of March 20, 2019, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.11 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
+Added: Base Indenture, dated as of March 20, 2019, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
2024 Notes Supplemental Indenture No.
−Removed: 1, dated as of March 20, 2019, among Dell International L.L.C .
−Removed: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
+Added: 1, dated as of March 20, 2019, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
2026 Notes Supplemental Indenture No.
−Removed: 1, dated as of March 20, 2019, among Dell International L.L.C .
−Removed: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
+Added: 1, dated as of March 20, 2019, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
2029 Notes Supplemental Indenture No.
−Removed: 1, dated as of March 20, 2019, among Dell International L.L.C .
−Removed: , EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
+Added: 1, dated as of March 20, 2019, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2019) (Commission File No.
Base Indenture, dated as of April 9, 2020, among Dell International L.L.C., EMC Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2020) (Commission File No.
19 unchanged sentences
Amendment No.
−Removed: 1 to Second Amended and Restated Registration Rights Agreement, dated as of May 27, 2019, among Dell Technologies Inc., Michael S.
+Added: 1 to the Second Amended and Restated Registration Rights Agreement, dated as of May 27, 2019, among Dell Technologies Inc., Michael S.
Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P., SLP Denali Co-Invest, L.P.
13 unchanged sentences
and SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.
−Removed: (incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022) (Commission File No.
+Added: (incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No.
Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated March 30, 2023, among Dell Technologies Inc.
and SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.
−Removed: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2022) (Commission File No.
+Added: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 5, 2023) (Commission File No.
Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated June 5, 2023, among Dell Technologies Inc.
and SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.
−Removed: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 29, 2022) (Commission File No.
+Added: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated September 11, 2023, among Dell Technologies Inc.
and SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.
−Removed: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2022) (Commission File No.
−Removed: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated January 18, 2023, among Dell Technologies Inc.
+Added: (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2023) (Commission File No.
+Added: Consent to the Extension of Registration Rights Under the Second Amended and Restated Registration Rights Agreement, dated December 13, 2023, among Dell Technologies Inc.
and SL SPV-2 L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.
6 unchanged sentences
Form of Global Note for 5.750% Senior Notes due 2033 (included in Exhibit 4.39).
−Removed: Amended and Restated Description of Common Stock.
+Added: Amended and Restated Description of Common Stock (incorporated by reference to Exhibit 4.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No.
Dell Technologies Inc.
1 unchanged sentence
2012 Long-Term Incentive Plan) as amended and restated as of October 6, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2017) (Commission File No.
−Removed: Form of Dell Inc.
−Removed: Long-Term Cash Incentive and Retention Award for Fiscal 2016 awards under the Dell Technologies Inc.
−Removed: 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to Amendment No.
−Removed: 3 to the Company’s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No.
−Removed: Form of Dell Inc.
−Removed: Long-Term Cash Incentive and Retention Award Agreement, under the Dell Technologies Inc.
−Removed: 2012 Long-Term Incentive Plan, between Dell Inc.
−Removed: and each of Jeremy Burton, Howard D.
−Removed: Elias and David I.
−Removed: Goulden (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No.
−Removed: Form of Dell Inc.
−Removed: Deferred Cash Replacement Agreement under the Dell Technologies Inc.
−Removed: 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No.
Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2020) (Commission File No.
−Removed: Special Incentive Bonus Plan (incorporated by reference to Exhibit 10.6 to Amendment No.
−Removed: 3 to the Company’s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No.
Employment Agreement, dated October 29, 2013, by and among Dell Inc., the Company and Michael S.
14 unchanged sentences
Form of Indemnification Agreement between Dell Technologies Inc.
−Removed: and certain of its executive officers (incorp orated by reference to Exhibit 10-.40 to the C o mpany ’ s Ann ual R e port on F o rm 10-K for the fiscal year ended February 3, 2017) (Commission File No.
+Added: and certain of its executive officers (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No.
Form of EMC Corporation Deferred Compensation Retirement Plan, as amended and restated, effective as of January 1, 2016 (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No.
4 unchanged sentences
Scannell (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018) (Commission File No.
−Removed: Offer Letter to Howard D.
−Removed: Elias, dated August 12, 2016 (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018) (Commission File No.
Offer Letter to William F.
38 unchanged sentences
2013 Stock Incentive Plan (as amended and restated as of July 9, 2019) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 11, 2019) (Commission File No.
−Removed: Amended and Restated Dell Technologies Inc.
−Removed: Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2020) (Commission File No.
+Added: Amended and Restated Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
Letter Agreement, dated as of July 1, 2018, between the Company and VMware, Inc.
21 unchanged sentences
2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 19, 2019) (Commission File No.
−Removed: Waiver Letter, dated as of April 7, 2020, between Dell Technologies Inc.
−Removed: and Michael S.
−Removed: Dell (incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021) (Commission File No.
Commercial Framework Agreement, dated as of November 1, 2021, by and between Dell Technologies Inc.
2 unchanged sentences
Dell Technologies Inc.
−Removed: Restricted Stock Unit Agreement with Anthony Charles Whitte n .
+Added: Restricted Stock Unit Agreement with Anthony Charles Whitten (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No.
Credit Agreement, dated as of November 1, 2021, among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., as a borrower, EMC Corporation, as a borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2021) (Commission File No.
−Removed: First Amendment to the Credit Agreement, dated as of February 8, 2022, among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., as a borrower, EMC Corporation, as a borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto.
−Removed: Second Amendment to the Credit Agreement, dated as of November 10, 2022, among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., as a borrower, EMC Corporation, as a borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto.
+Added: First Amendment to the Credit Agreement, dated as of February 8, 2022, among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., as a borrower, EMC Corporation, as a borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No.
+Added: Second Amendment to the Credit Agreement, dated as of November 10, 2022, among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Dell International L.L.C., as a borrower, EMC Corporation, as a borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and other parties from time to time party thereto (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023) (Commission File No.
+Added: Dell Technologies Inc.
+Added: 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 22, 2023) (Commission File No.
+Added: Form of Time-Based Restricted Stock Unit Agreement under the Dell Technologies Inc.
+Added: 2023 Stock Incentive Plan.
+Added: Form of Performance-Based Restricted Stock Unit Agreement under the Dell Technologies Inc.
+Added: 2023 Stock Incentive Plan.
+Added: Form of Deferred Stock Unit Agreement under the Dell Technologies Inc.
+Added: 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
+Added: Separation Agreement and Release, dated July 27, 2023, between the Company and Anthony Charles Whitten (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2023) (Commission File No.
Subsidiaries of Dell Technologies Inc
3 unchanged sentences
Dell, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Thomas W.
−Removed: Sweet, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Yvonne McGill, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Michael S.
−Removed: Dell, Chairman and Chief Executive Officer, and Thomas W.
−Removed: Sweet, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.
+Added: Dell, Chairman and Chief Executive Officer, and Yvonne McGill, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Dell Technologies Inc.
+Added: Incentive-Based Compensation Recovery Policy effective September 28, 2023.
101 .INS† XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
25 unchanged sentences
/s/ WILLIAM D.
−Removed: /s/ SIMON PATTERSON
−Removed: Simon Patterson
/s/ LYNN VOJVODICH RADAKOVICH
Lynn Vojvodich Radakovich
−Removed: /s/ THOMAS W.
+Added: /s/ YVONNE MCGILL
Executive Vice President and Chief Financial Officer
−Removed: Sweet (principal financial officer)
+Added: Yvonne McGill (principal financial officer)
/s/ BRUNILDA RIOS
3 unchanged sentences
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.