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Item 1. Financial Statements

2025-06-10 compared with 2024-12-10 · 376 added, 527 removed, 844 unchanged (52% of the section changed)

ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Financial Position as of November 1, 2024 and February 2, 2024

Condensed Consolidated Statements of Income for the three and nine months ended November 1, 2024 and November 3, 2023

Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended November 1, 2024 and November 3, 2023

Condensed Consolidated Statements of Cash Flows for the nine months ended November 1, 2024 and November 3, 2023

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended November 1, 2024 and November 3, 2023

C ondensed C onsolidated Statements of Financial Position as of May 2, 2025 and January 31, 2025

C ondensed C onsolidated Statements of Income for the three months ended May 2, 2025 and May 3, 2024

C ondensed C onsolidated Statements of Comprehensive Income for the three months ended May 2 , 2025 and May 3, 2024

C ondensed C onsolidated Statements of Cash Flows for the three months ended May 2, 2025 and May 3, 2024

C ond ensed C onsolidated Statements of Stockholders’ Equity (Deficit) for the three months ended May 2, 2025 and May 3, 2024

Notes to the Condensed Consolidated Financial Statements

13 unchanged sentences

Note 1 4 — Earnings Per Share

Note 15 — Related Party Transactions

Note 1 5 — Segment Information

Note 1 6 — Supplemental Consolidated Financial Information

Note 17 — Revision of Previously Issued Financial Statements

Note 1 8 — Subsequent Events

2 unchanged sentences

(in millions;

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

Current assets:

1 unchanged sentence

Accounts receivable, net of allowance of $ 82 and $ 63

Short-term financing receivables, net of allowance of $ 74 and $ 79 (Note 4)

Short-term financing receivables, net of allowance of $ 74 and $ 78

Inventories 7,415 6,716

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Long-term investments 1,591 1,496

Long-term financing receivables, net of allowance of $ 70 and $ 91 (Note 4)

Long-term financing receivables, net of allowance of $ 70 and $ 75

Goodwill 19,315 19,120

16 unchanged sentences

Stockholders’ equity (deficit):

Common stock and capital in excess of $ 0.01 par value (Note 13)

Common stock and capital in excess of $ 0.01 par value

$ 8,957 $ 9,119

11 unchanged sentences

(in millions, except per share amounts;

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

Products $ 17,599 $ 16,127

1 unchanged sentence

Total net revenue 23,378 22,244

Cost of net revenue (a):

Cost of net revenue:

Products 15,116 13,721

9 unchanged sentences

Income before income taxes 1,083 592

Income tax expense 265 176 5 562

Income tax expense (benefit) 118 ( 400 )

Net income 965 992

1 unchanged sentence

Net income attributable to Dell Technologies Inc.

$ 1,132 $ 1,006 $ 2,938 $ 2,051

Earnings per share attributable to Dell Technologies Inc.

1 unchanged sentence

Diluted $ 1.37 $ 1.37

(a) Includes related party cost of net revenue as follows (Note 15):

Products $ — $ 379 $ — $ 970

Services $ — $ 884 $ — $ 2,640

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

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(in millions;

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

Net income $ 965 $ 992

6 unchanged sentences

Pension and other postretirement plans:

Recognition of actuarial net gains from pension and other postretirement plans — 2 1 3

Reclassification adjustments for net gains from pension and other postretirement plans — — ( 1 ) —

Net change in actuarial net gains from pension and other postretirement plans — 2 — 3

Total other comprehensive income (loss), net of tax expense of $ 3 and $ 6 , respectively, and $ 10 and $ 18 , respectively

44 ( 66 ) ( 20 ) 178

Recognition of actuarial net gains (losses) from pension and other postretirement plans ( 1 ) 2

Reclassification adjustments for net (gains) losses from pension and other postretirement plans — ( 1 )

Net change in actuarial net gains (losses) from pension and other postretirement plans ( 1 ) 1

Total other comprehensive income (loss), net of tax expense (benefit) of $( 22 ) and $ 7 , respectively

Comprehensive income, net of tax 970 987

1 unchanged sentence

Comprehensive income attributable to Dell Technologies Inc.

$ 1,176 $ 940 $ 2,918 $ 2,229

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

2 unchanged sentences

(in millions;

Nine Months Ended

November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

Cash flows from operating activities:

10 unchanged sentences

Other assets and liabilities ( 3,276 ) ( 593 )

Due from/to related party, net — ( 574 )

Accounts payable 4,511 1,205

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Capital expenditures and capitalized software development costs ( 568 ) ( 596 )

Acquisition of businesses and assets, net — ( 127 )

Divestitures of businesses and assets, net 533 —

Change in cash from investing activities ( 88 ) ( 456 )

Cash flows from financing activities:

Proceeds from the issuance of common stock 1 8

Repurchases of common stock ( 1,980 ) ( 700 )

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Common Stock and Capital in Excess of Par Value Treasury Stock

Three Months Ended November 1, 2024 Issued Shares Amount Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Dell Technologies

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

Balances as of August 2, 2024 833 $ 8,782 128 $ ( 7,334 ) $ ( 3,478 ) $ ( 864 ) $ ( 2,894 ) $ 97 $ ( 2,797 )

Net income (loss) — — — — 1,132 — 1,132 ( 5 ) 1,127

Dividends and dividend equivalents declared ($ 0.445 per common share)

— — — — ( 323 ) — ( 323 ) — ( 323 )

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

Cash flow hedges, net change — — — — — 45 45 — 45

Pension and other post-retirement — — — — — — — — —

Issuance of common stock, net of shares repurchased for employee tax withholding 1 ( 26 ) — — — — ( 26 ) — ( 26 )

Stock-based compensation expense — 187 — — — — 187 11 198

Treasury stock repurchases — — 4 ( 413 ) — — ( 413 ) — ( 413 )

Impact from equity transactions of non-controlling interests — 8 — — — — 8 ( 8 ) —

Balances as of November 1, 2024 834 $ 8,951 132 $ ( 7,747 ) $ ( 2,669 ) $ ( 820 ) $ ( 2,285 ) $ 95 $ ( 2,190 )

Common Stock and Capital in Excess of Par Value Treasury Stock

Nine Months Ended November 1, 2024 Issued Shares Amount Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Dell Technologies

Issued Shares Amount Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Dell Technologies

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

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Impact from equity transactions of non-controlling interests — ( 7 ) — — — — ( 7 ) 1 ( 6 )

Balances as of November 1, 2024 834 $ 8,951 132 $ ( 7,747 ) $ ( 2,669 ) $ ( 820 ) $ ( 2,285 ) $ 95 $ ( 2,190 )

Balances as of May 3, 2024 833 $ 8,606 123 $ ( 6,622 ) $ ( 3,787 ) $ ( 805 ) $ ( 2,608 ) $ 99 $ ( 2,509 )

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

3 unchanged sentences

Common Stock and Capital in Excess of Par Value Treasury Stock

Three Months Ended November 3, 2023 Issued Shares Amount Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Dell Technologies

Issued Shares Amount Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Dell Technologies

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

Balances as of August 4, 2023 817 $ 8,554 93 $ ( 4,320 ) $ ( 6,249 ) $ ( 757 ) $ ( 2,772 ) $ 95 $ ( 2,677 )

Net income (loss) — — — — 1,006 — 1,006 ( 2 ) 1,004

Balances as of January 31, 2025 834 $ 9,119 138 $ ( 8,502 ) $ ( 1,160 ) $ ( 939 ) $ ( 1,482 ) $ 95 $ ( 1,387 )

Net income — — — — 965 — 965 — 965

Dividends and dividend equivalents declared ($ 0.525 per common share)

6 unchanged sentences

Treasury stock repurchases — — 22 ( 1,986 ) — — ( 1,986 ) — ( 1,986 )

Impact from equity transactions of non-controlling interests — 7 — — — — 7 ( 9 ) ( 2 )

Balances as of November 3, 2023 819 $ 8,742 104 $ ( 5,064 ) $ ( 5,519 ) $ ( 823 ) $ ( 2,664 ) $ 94 $ ( 2,570 )

Common Stock and Capital in Excess of Par Value Treasury Stock

Nine Months Ended November 3, 2023 Issued Shares Amount Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Dell Technologies

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

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

Net income (loss) — — — — 2,051 — 2,051 ( 14 ) 2,037

Dividends and dividend equivalents declared ($ 1.11 per common share)

Sale of SecureWorks Corp.

— — — — — 8 8 ( 95 ) ( 87 )

Foreign currency translation adjustments — — — — — ( 130 ) ( 130 ) — ( 130 )

Cash flow hedges, net change — — — — — 305 305 — 305

Pension and other post-retirement — — — — — 3 3 — 3

Issuance of common stock, net of shares repurchased for employee tax withholding 21 ( 339 ) — — — — ( 339 ) — ( 339 )

Stock-based compensation expense — 650 — — — — 650 25 675

Treasury stock repurchases — — 22 ( 1,251 ) — — ( 1,251 ) — ( 1,251 )

Impact from equity transactions of non-controlling interests — 7 — — — — 7 ( 14 ) ( 7 )

Balances as of November 3, 2023 819 $ 8,742 104 $ ( 5,064 ) $ ( 5,519 ) $ ( 823 ) $ ( 2,664 ) $ 94 $ ( 2,570 )

Balances as of May 2, 2025 843 $ 8,957 160 $ ( 10,488 ) $ ( 567 ) $ ( 926 ) $ ( 3,024 ) $ — $ ( 3,024 )

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

2 unchanged sentences

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 is a leader in the global technology industry 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.

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Basis of Presentation — The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes filed with the U.S.

Securities and Exchange Commission (“SEC”) in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024.

Securities and Exchange Commission (“SEC”) in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company as of November 1, 2024 and February 2, 2024 and the results of its operations, corresponding comprehensive income, changes in stockholders’ equity (deficit) for the three and nine months ended November 1, 2024 and November 3, 2023, and its cash flows for the nine months ended November 1, 2024 and November 3, 2023.

In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company as of May 2, 2025 and January 31, 2025 and the results of its operations, corresponding comprehensive income, changes in stockholders’ equity (deficit), and cash flows for the three months ended May 2, 2025 and May 3, 2024.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying Notes.

Actual results could differ materially from those estimates.

The results of its operations, corresponding comprehensive income, and changes in stockholders’ equity (deficit) for the three and nine months ended November 1, 2024 and November 3, 2023, and its cash flows for the nine months ended November 1, 2024 and November 3, 2023 are not necessarily indicative of the results to be expected for the full fiscal year or for any other fiscal period.

The results of its operations, corresponding comprehensive income, and changes in stockholders’ equity (deficit) and cash flows for the three months ended May 2, 2025 and May 3, 2024 are not necessarily indicative of the results to be expected for the full fiscal year or for any other fiscal period.

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

Both the fiscal year ended February 2, 2024 (“Fiscal 2024”) and the fiscal year ending January 31, 2025 (“Fiscal 2025”) are 52-week periods.

Principles of Consolidation — These Condensed Consolidated Financial Statements include the accounts of Dell Technologies Inc., its wholly-owned subsidiaries, and the accounts of SecureWorks Corp.

(“Secureworks”), which is majority-owned by Dell Technologies.

Both the fiscal year ending January 30, 2026 (“Fiscal 2026”) and the fiscal year ended January 31, 2025 (“Fiscal 2025”) are 52-week periods.

Principles of Consolidation — These Condensed Consolidated Financial Statements include the accounts of Dell Technologies Inc.

and its wholly-owned subsidiaries, as well as the accounts of SecureWorks Corp.

(“Secureworks”), which was majority-owned by Dell Technologies, through the date of the sale of Secureworks as discussed below.

All intercompany transactions have been eliminated.

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See Note 4 of the Notes to the Condensed Consolidated Financial Statements for more information regarding consolidated VIEs.

Secureworks — As of November 1, 2024 and February 2, 2024, the Company held approximately 78.7 % and 81.0 %, respectively, of the outstanding equity interest in 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 Condensed 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 Condensed Consolidated Statements of Financial Position and wa s $ 95 million as of both November 1, 2024 and February 2, 2024.

On October 21, 2024, Secureworks announced that it has entered into a definitive agreement pursuant to which Sophos Inc., an affiliate of Thoma Bravo, L.P., a private equity and growth capital firm, will acquire Secureworks in an all-cash transaction for approximately $ 0.9 billion, subject to certain closing adjustments.

The transaction is expected to close in early 2025, subject to customary closing conditions.

Revision of Previously Issued Financial Statements — As previously reported, during the fiscal year ended January 31, 2025, the Company discovered accumulated credits from certain suppliers that were not recorded or not recorded in the correct period in its previously reported financial results.

The Company initiated an investigation that indicated that the credits resulted from the actions of certain procurement employees that support a limited number of suppliers, which affected the Client Solutions Group segment.

The revision did not have an impact on the Company’s net revenue.

The Company determined that the impacts were not material, individually or in the aggregate, to its previously issued Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements for any of the prior quarters or the annual period in which they occurred.

However, in accordance with Staff Accounting Bulletin No.

108 of the SEC, the Company concluded that correcting the cumulative misstatement would have been material to its results of operations for the fiscal year ended January 31, 2025.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In accordance with applicable accounting guidance, the Company concluded that Secureworks’ assets and liabilities have met the criteria to be classified as held-for-sale as of November 1, 2024.

The Company reclassified the related assets and liabilities as Current assets held for sale and Current liabilities held for sale, respectively, in the accompanying Condensed Consolidated Statements of Financial Position as of November 1, 2024.

The following table presents the major classes of assets and liabilities as of November 1, 2024 related to Secureworks, which were classified as held for sale as of the date indicated:

November 1, 2024

(in millions)

Current assets:

Cash and cash equivalents $ 53

Accounts receivable, net 47

Other current assets 15

Total current assets 115

Intangible assets, net 63

Other non-current assets 57

Total assets $ 662

Current liabilities:

Accrued and other $ 58

Short-term deferred revenue 125

Total current liabilities 183

Other non-current liabilities 28

Total liabilities $ 211

The sale of Secureworks does not meet the criteria for discontinued operations reporting, and as a result its operating results and cash flows are not separately stated as a discontinued operation in the accompanying Condensed Consolidated Financial Statements.

As Secureworks does not meet the requirements for a reportable segment, its operating results are included within Other businesses.

Other Events — On October 4, 2023, the Company established a new consumer revolving financing program with Comenity Capital Bank, a subsidiary of Bread Financial Holdings, Inc.

(“Bread”), under which transactions are originated, owned, serviced, and collected by Bread.

Under the agreement, the Company also sold its U.S.

consumer revolving customer receivables portfolio for total cash consideration of approximately $ 390 million, resulting in an immaterial gain recognized within the Condensed Consolidated Statements of Income.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Accordingly, as described in Note 1 and Note 22 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, the Company has revised its previously issued Condensed Consolidated Financial Statements, as applicable, as of and for the three months ended May 3, 2024.

A summary of the corrections to the impacted financial statement line items to the Company’s previously issued Condensed Consolidated Financial Statements is presented in Note 17 of these Notes to the Condensed Consolidated Financial Statements.

Secureworks — On February 3, 2025, the sale of Secureworks to Sophos Inc., an affiliate of Thoma Bravo, L.P., was completed in an all-cash transaction for a purchase price of approximately $ 0.9 billion.

The Company received total cash consideration for the equity interest held in Secureworks of approximately $ 0.6 billion, resulting in a gain on sale recorded of $ 0.2 billion recognized in interest and other, net in the Condensed Consolidated Statements of Income for the three months ended May 2, 2025.

Prior to the sale, Secureworks’ operating results were included within Corporate and other and did not qualify for presentation as a discontinued operation.

Additionally, the Company reclassified Secureworks’ assets and liabilities as current assets held for sale and current liabilities held for sale in the accompanying Condensed Consolidated Statements of Financial Position as of January 31, 2025.

The Company previously held approximately 78.6 % of the outstanding equity interest in Secureworks as of January 31, 2025.

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

The non-controlling interests’ share of equity in Secureworks was reflected as non-controlling interests in the Condensed Consolidated Statements of Financial Position and wa s $ 95 million as of January 31, 2025.

Related Party Transactions — The Company enters into purchase and sales transactions with other publicly-traded and privately-held companies, as well as not-for-profit organizations, that could be influenced by members of the Company’s board of directors, executive officers, or significant stockholders.

The Company enters into these arrangements in the ordinary course of its business.

Transactions with related parties were immaterial for the three months ended May 2, 2025 and May 3, 2024.

Recently Issued Accounting Pronouncements

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

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED 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.

Segment Reporting — In November 2023, the 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.

The Company will adopt the guidance prospectively.

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

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 — FAIR VALUE MEASUREMENTS

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:

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

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

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Money Market Funds — The Company’s investment in money market funds that are classified as cash equivalents hold underlying investments with a weighted average maturity of 90 days or less and are recognized at fair value.

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

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

As of November 1, 2024, the Company’s portfolio had no material exposure to money market funds with a fluctuating net asset value.

As of May 2, 2025, the Company’s portfolio had no material exposure to money market funds with a fluctuating net asset value.

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.

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Assets and liabilities associated with the plans are measured at fair value using Level 1 inputs.

Assets were the same as liabilities associated with the plans at approximately $ 243 million and $ 214 million as of November 1, 2024 and February 2, 2024, respectively, and are included in other assets and other liabilities on the Condensed Consolidated Statements of Financial Position.

Assets were the same as liabilities associated with the plans at approximately $ 238 million and $ 244 million as of May 2, 2025 and January 31, 2025, respectively, and are included in other assets and other liabilities on the Condensed Consolidated Statements of Financial Position.

The net impact on the Condensed 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.

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis — Certain assets are measured at fair value on a nonrecurring basis and therefore are not included in the recurring fair value table above.

These assets consist primarily of financial assets such as the Company’s fixed income debt securities and strategic investments in non-marketable equity and other securities and non-financial assets such as goodwill and intangible assets.

Fixed income debt securities are recorded at amortized cost and approximate fair value.

The fair value of fixed income debt securities is determined based on observable market prices in a less active market or based on valuation methodologies using observable inputs.

If measured at fair value in the Condensed Consolidated Statements of Financial Position, these securities would generally be classified as Level 2 in the fair value hierarchy.

See Note 3 of the Notes to the Condensed Consolidated Financial Statements for additional information about the Company’s fixed income debt securities.

Strategic investments in non-marketable equity and other securities and certain non-financial assets such as goodwill and intangibles are measured at fair value only if they are deemed to be impaired or when there is an adjustment from observable price changes in the current period.

These assets consist primarily of financial assets such as the Company’s strategic investments in non-marketable equity and other securities and non-financial assets such as goodwill and intangible assets.

Strategic investments in non-marketable equity and other securities and certain non-financial assets such as goodwill and intangible assets are measured at fair value only if they are deemed to be impaired or when there is an adjustment from observable price changes in the current period.

If measured at fair value in the Condensed Consolidated Statements of Financial Position, these securities would generally be classified as Level 3 in the fair value hierarchy.

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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 6 of the Notes to the Condensed Consolidated Financial Statements, including the current portion, as of the dates indicated:

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

Carrying Value Fair Value Carrying Value Fair Value

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 3 — 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 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 Condensed Consolidated Statements of Financial Position.

Total investments were $ 1.4 billion as of November 1, 2024 and $ 1.6 billion as of February 2, 2024.

Equity and Other Securities

The Company has strategic investments in equity and other securities as well as immaterial investments in fixed income debt securities that are primarily recorded as long-term investments in the Condensed Consolidated Statements of Financial Position.

As of May 2, 2025 and January 31, 2025, total investments were $ 1.6 billion and $ 1.5 billion, respectively.

Equity and other securities include strategic investments in marketable and non-marketable securities.

Investments in marketable securities are measured at fair value on a recurring basis.

Investments in non-marketable equity and other securities represent early-stage companies without readily determinable fair values.

Investments in non-marketable equity and other securities primarily represent early-stage companies without readily determinable fair values.

The Company has elected to apply the measurement alternative for non-marketable securities.

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Carrying Value of Equity and Other Securities

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 and other securities as of the dates indicated:

November 1, 2024 February 2, 2024

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

May 2, 2025 January 31, 2025

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

3 unchanged sentences

Total equity and other securities $ 820 $ 1,054 $ ( 295 ) $ 1,579 $ 750 $ 1,033 $ ( 288 ) $ 1,495

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Gains and Losses on Equity and Other Securities

The following table presents unrealized gains and losses on marketable and non-marketable equity and other securities for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

Marketable securities:

Unrealized gain $ 3 $ — $ 3 $ 1

Unrealized loss $ ( 1 ) $ ( 5 )

Net unrealized gain (loss) 3 — ( 3 ) ( 22 )

Non-marketable securities:

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Unrealized loss ( 6 ) ( 30 )

Net unrealized gain (loss) (a) (b) 7 3 ( 24 ) ( 34 )

Net unrealized gain (loss) on equity and other securities $ 10 $ 3 $ ( 27 ) $ ( 56 )

Net unrealized gain (loss) on equity and other securities (a) (b) $ 15 $ ( 35 )

____________________

(a) For the three months ended November 1, 2024 and November 3, 2023, net gains on non-marketable securities are primarily due to upward adjustments for observable price changes.

For the three months ended November 3, 2023, these were partially offset by losses due to impairments.

(b) For the nine months ended November 1, 2024, net unrealized losses on non-marketable securities are primarily attributable to downward adjustments for observable price changes.

For the nine months ended November 3, 2023, net unrealized losses on non-marketable securities were primarily attributable to impairments.

Fixed Income Debt Securities

As of November 1, 2024 and February 2, 2024, the Company held fixed income debt securities of $ 61 million and $ 301 million, respectively, which it intends to hold to maturity.

These investments are recorded at amortized cost and approximate fair value.

As of November 1, 2024, the Company held $ 60 million in fixed income debt securities which will mature within one year and $ 1 million in fixed income debt securities which will mature within five years.

(a) For the three months ended May 2, 2025, net unrealized gains on non-marketable securities were primarily attributable to upward adjustments for observable price changes offset by losses attributable to impairments.

(b) For the three months ended May 3, 2024, net unrealized losses on non-marketable securities were primarily attributable to downward adjustments for observable price changes.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 — FINANCIAL SERVICES

The Company offers or arranges various financing options and alternative payment structures for its customers globally.

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

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.

The key activities of DFS include originating, collecting, and servicing customer financing arrangements primarily related to the purchase or use of Dell Technologies products and services.

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 $ 1.6 billion and $ 1.8 billion for the three months ended November 1, 2024 and November 3, 2023, respectively, and $ 5.9 billion and $ 6.0 billion for the nine months ended November 1, 2024 and November 3, 2023, respectively.

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

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

DFS leases are generally classified as sales-type leases or operating leases.

The Company offers or arranges a portfolio of payment and consumption solutions and services for its customers globally, including utility, subscription, as-a-Service, leases, and loans designed to match customers' consumption and financing preferences, and provide operational and financial flexibility.

To support financing solutions and services as part of the portfolio, Dell Financial Services and its affiliates (“DFS”) originates, collects, and services customer financing arrangements primarily related to the purchase and use of Dell Technologies products and services.

In some cases, the Company 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 $ 1.6 billion and $ 1.9 billion for the three months ended May 2, 2025 and May 3, 2024, respectively.

The Company’s financing arrangements with customers are aggregated primarily as fixed-term leases and loans as described below.

Leases — The Company enters into fixed-term financing arrangements with customers who seek lease financing for equipment.

Leases are generally classified as sales-type leases or operating leases.

Additionally, utility, subscription, and as-a-Service flexible consumption models may result in identification of embedded lease arrangements that require the recognition of sales-type leases or operating leases.

Leases with business customers have fixed terms of generally two to four years .

The Company also offers fixed-term loans to qualified small businesses, large commercial accounts, governmental organizations, educational entities, and certain individual consumer customers.

Loans — The Company also offers fixed-term loans to qualified small businesses, large commercial accounts, governmental organizations, educational entities, and certain individual consumer customers.

These loans are repaid in equal payments including interest and have defined terms of generally three to five years .

1 unchanged sentence

The carrying value of these loans approximates fair value.

Revolving loans — The Company primarily offers revolving loans to small and medium-sized commercial customers.

Revolving loans provide qualified customers with a revolving credit line for the purchase of products and services offered by Dell Technologies.

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 on October 4, 2023, described in Note 1 of the Notes to the Condensed Consolidated Financial Statements, the Company offered private label credit financing under the Dell Preferred Account (“DPA”) program.

The DPA product was primarily offered to individual consumer customers.

During the three months ended November 1, 2024, the Company discontinued remaining offerings under the revolving loan portfolio.

The Company will support existing customer arrangements as well as transition these customers to fixed-term offerings.

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.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company historically offered revolving loans primarily to small and medium-sized commercial customers.

During Fiscal 2025, the Company discontinued remaining offerings under the revolving loan portfolio.

The Company continues to support existing customer arrangements as well as to transition these customers to fixed-term offerings.

Due to the short-term nature of the revolving loan portfolio, as transactions are typically repaid within twelve months on average, the portfolio has now substantially transitioned to such fixed-term offerings.

Financing Receivables

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

November 1, 2024 February 2, 2024

Revolving Fixed-term Total Revolving Fixed-term Total

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

May 2, 2025 January 31, 2025

(in millions)

1 unchanged sentence

Customer receivables, gross (a) $ 11,389 $ 11,216

Allowances for losses ( 7 ) ( 137 ) ( 144 ) ( 9 ) ( 161 ) ( 170 )

Allowance for losses ( 144 ) ( 153 )

Customer receivables, net 11,245 11,063

4 unchanged sentences

____________________

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

The following tables present the changes in allowance for financing receivable losses for the periods indicated:

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

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Three Months Ended

November 1, 2024 November 3, 2023

Revolving Fixed-term Total Revolving Fixed-term Total

(in millions)

Allowance for financing receivable losses:

Balances at beginning of period $ 8 $ 158 $ 166 $ 9 $ 140 $ 149

Charge-offs, net of recoveries ( 3 ) ( 35 ) ( 38 ) ( 4 ) ( 3 ) ( 7 )

Provision charged to income statement 2 14 16 4 7 11

Balances at end of period $ 7 $ 137 $ 144 $ 9 $ 144 $ 153

Nine Months Ended

November 1, 2024 November 3, 2023

Revolving Fixed-term Total Revolving Fixed-term Total

May 2, 2025 May 3, 2024

(in millions)

3 unchanged sentences

Provision charged to income statement 1 33

Other (a) — — — ( 74 ) — ( 74 )

Balances at end of period $ 144 $ 195

____________________

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

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

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

1 unchanged sentence

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

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:

November 1, 2024 February 2, 2024

Current Past Due

>90 Days Total Current Past Due

>90 Days Total

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

May 2, 2025 January 31, 2025

(in millions)

Revolving $ 107 $ 15 $ 4 $ 126 $ 151 $ 17 $ 5 $ 173

Fixed-term 10,053 488 158 10,699 9,345 889 126 10,360

Total customer receivables, gross $ 10,160 $ 503 $ 162 $ 10,825 $ 9,496 $ 906 $ 131 $ 10,533

Current 0 — 30 Days $ 10,718 $ 10,796

Past Due 31 — 90 Days

Past Due > 90 Days 135 219

Total $ 11,389 $ 11,216

Aging is likely to fluctuate as a result of the variability in volume of large transactions entered into over the period, and the administrative processes that accompany those transactions.

1 unchanged sentence

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.

Fixed-term 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.

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.

The receivables identified as doubtful for collectibility may be classified as current for aging purposes.

Aged revolving portfolio customer receivables identified as delinquent are charged off.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Credit Quality

The following tables present customer receivables, gross, including accrued interest, by credit quality indicator, segregated by class, as of the dates indicated:

November 1, 2024

Fixed-term — Fiscal Year of Origination

2025 2024 2023 2022 2021 Years Prior Revolving Total

The following tables present customer receivables, gross, including accrued interest, by credit quality indicator, as of the dates indicated:

Fiscal Year of Origination

2026 2025 2024 2023 2022 Years Prior Total

(in millions)

3 unchanged sentences

Total $ 1,712 $ 4,776 $ 2,846 $ 1,595 $ 364 $ 96 $ 11,389

February 2, 2024

Fixed-term — Fiscal Year of Origination

2024 2023 2022 2021 2020 Years Prior Revolving Total

January 31, 2025

Fiscal Year of Origination

2025 2024 2023 2022 2021 Years Prior Total

(in millions)

4 unchanged sentences

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

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

Credit quality indicators are generally updated on a periodic basis.

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.

The grading criteria and classifications for the fixed-term products differ from those for the revolving products as loss experience varies between these product and customer groups.

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

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

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

Interest income — products

Net revenue — products

$ 401 $ 227 $ 1,751 $ 766

Cost of net revenue — products

333 176 1,488 564

Gross margin — products

1 unchanged sentence

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the future maturity of the Company’s fixed-term customer leases and associated financing payments, and reconciles the undiscounted cash flows to the customer receivables, gross recognized on the Condensed Consolidated Statements of Financial Position as of the date indicated:

November 1, 2024

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the future maturity of the Company’s customer leases and associated financing payments, and reconciles the undiscounted cash flows to the customer receivables, gross recognized on the Condensed Consolidated Statements of Financial Position as of the date indicated:

(in millions)

Fiscal 2025 (remaining three months) $ 871

Fiscal 2026 (remaining nine months) $ 2,655

Fiscal 2027 2,631

1 unchanged sentence

Fiscal 2029 628

Fiscal 2029 and beyond 454

Fiscal 2030 and thereafter 279

Total undiscounted cash flows 7,500

Fixed-term loans 4,466

Revolving loans 126

Unearned income ( 1,062 )

1 unchanged sentence

Operating Leases

The Company’s operating leases primarily consist of DFS captive fixed-term leases and contractually committed embedded leases identified within flexible consumption arrangements.

The Company’s operating leases primarily consist of fixed-term leases and contractually committed embedded leases identified within flexible consumption arrangements.

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:

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

(in millions)

3 unchanged sentences

The following table presents operating lease income related to lease payments and depreciation expense for the Company’s operating lease portfolio for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

2 unchanged sentences

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

November 1, 2024

(in millions)

Fiscal 2025 (remaining three months) $ 347

Fiscal 2026 (remaining nine months) $ 967

Fiscal 2027 908

1 unchanged sentence

Fiscal 2029 204

Fiscal 2029 and beyond 121

Fiscal 2030 and thereafter 67

Total $ 2,661

2 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:

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

DFS debt (in millions)

6 unchanged sentences

Other borrowings 772 754

Note payable — 250

Dell Bank senior unsecured eurobonds 1,693 1,559

7 unchanged sentences

The asset-based financing facility consists of two tranches, with effective dates through July 7, 2025 and July 7, 2026, respectively.

As of November 1, 2024, the total debt capacity related to the asset-based financing facility was $ 5.0 billion.

As of May 2, 2025, the total debt capacity related to the asset-based financing facility was $ 5.0 billion.

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

2 unchanged sentences

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The asset-based financing facility contains 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 November 1, 2024, these criteria were met.

As of May 2, 2025, these criteria were met.

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

1 unchanged sentence

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 4.14 % to 6.80 % per annum as of November 1, 2024, and the duration of these securities is based on the terms of the underlying lease and loan payment streams.

The interest rate on these securities is fixed and ranges from 4.59 % to 6.80 % per annum as of May 2, 2025, and the duration of these securities is based on the terms of the underlying lease and loan payment streams.

DFS International Debt

1 unchanged sentence

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

This facility is effective through December 23, 2024 and had a total debt capacity of $ 871 million as of November 1, 2024.

This facility is effective through December 22, 2026 and had a total debt capacity of $ 903 million as of May 2, 2025.

The securitization facility contains standard structural features related to the performance of the securitized 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 program, 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 November 1, 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, New Zealand, the Middle East, and Singapore.

As of May 2, 2025, these criteria were met.

The debt under these programs has a variable interest rate.

The duration of the debt in Canada, Europe, Australia, New Zealand, and the Middle East is based on the terms of the underlying lease and loan payment streams.

The duration of the debt in Canada, Europe, Australia and New Zealand, and the Middle East is based on the terms of the underlying lease and loan payment streams.

These facilities are collateralized solely by the lease and loan payments and associated equipment in their respective region or country.

The Canadian facility had a total debt capacity of $ 323 million as of November 1, 2024 and is effective through January 16, 2025.

The European facility had a total debt capacity of $ 544 million as of November 1, 2024 and is effective through December 14, 2026.

The Australia and New Zealand facility had a total debt capacity of $ 296 million as of November 1, 2024 and is effective through April 20, 2025.

The Middle East facility had a total debt capacity of $ 150 million as of November 1, 2024 and is effective through March 24, 2025.

The Company also has two unsecured Singapore facilities with a total debt capacity of $ 250 million as of November 1, 2024 that are effective through July 3, 2026 and July 3, 2027, respectively.

Note Payable — On May 25, 2022, the Company entered into an unsecured credit agreement which had an aggregate principal amount of $ 250 million to fund receivables in Mexico.

The note bore interest at an annual rate of 4.24 % and was paid in full on May 31, 2024.

The Canadian facility had a total debt capacity of $ 253 million as of May 2, 2025 and is effective through January 15, 2028.

The European facility had a total debt capacity of $ 565 million as of May 2, 2025 and is effective through December 14, 2026.

The Australia and New Zealand facility had a total debt capacity of $ 271 million as of May 2, 2025 and is effective through April 17, 2027.

The Middle East facility had a total debt capacity of $ 150 million as of May 2, 2025 and is effective through March 14, 2027.

The Company also has two unsecured Singapore facilities, which have a total debt capacity of $ 251 million as of May 2, 2025 and are effective through July 3, 2026 and July 3, 2027, respectively.

Dell Bank Senior Unsecured Eurobonds — On October 27, 2021, Dell Bank issued 500 million Euro of 0.5 % senior unsecured five year eurobonds due October 2026.

3 unchanged sentences

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Variable Interest Entities

6 unchanged sentences

The Company’s risk of loss related to securitized receivables is limited to the amount by which the Company’s right to receive collections for assets securitized exceeds the amount required to pay interest, principal, and fees and expenses related to the asset-backed securities.

The Company provides credit enhancement to the securitization in the form of over-collateralization.

The Company provides credit enhancement to the securitization offerings in the form of over-collateralization.

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

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

(in millions)

9 unchanged sentences

Long-term $ 2,061 $ 1,788

Lease and loan payments and associated equipment transferred via securitization through SPEs were $ 1.0 billion and $ 1.1 billion for the three months ended November 1, 2024 and November 3, 2023, respectively, and $ 3.0 billion and $ 3.7 billion for the nine months ended November 1, 2024 and November 3, 2023, respectively.

Lease and loan payments and associated equipment transferred via securitization through SPEs were $ 1.2 billion and $ 0.8 billion for the three months ended May 2, 2025 and May 3, 2024, 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 $ 75 million and $ 205 million for the nine months ended November 1, 2024 and November 3, 2023, respectively.

The amounts of customer receivables sold for this purpose were immaterial for both the three months ended May 2, 2025 and May 3, 2024.

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

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 5 — LEASES

3 unchanged sentences

The Company also leases certain global logistics warehouses, employee vehicles, and equipment.

As of November 1, 2024, the remaining terms of the Company’s leases range from one month to approximately eleven years .

As of November 1, 2024 and February 2, 2024, 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.

As of May 2, 2025, the remaining terms of the Company’s leases generally range from one month to approximately eleven years .

As of May 2, 2025 and January 31, 2025, 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 under DFS.

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

1 unchanged sentence

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

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

2 unchanged sentences

Total lease costs $ 81 $ 89

During the nine months ended November 1, 2024 and November 3, 2023, sublease income, finance lease costs, and short-term lease costs were immaterial.

During the three months ended May 2, 2025 and May 3, 2024, 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 Condensed Consolidated Statements of Financial Position as of the dates indicated:

Classification November 1, 2024 February 2, 2024

Classification May 2, 2025 January 31, 2025

(in millions, except for term and discount rate)

6 unchanged sentences

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents supplemental cash flow information related to leases for the periods indicated:

Nine Months Ended

November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

2 unchanged sentences

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 Condensed Consolidated Statements of Financial Position as of the date indicated:

November 1, 2024

(in millions)

Fiscal 2025 (remaining three months) $ 65

Fiscal 2026 (remaining nine months) $ 186

Fiscal 2027 225

7 unchanged sentences

Non-current operating lease liabilities $ 555

As of November 1, 2024, the Company’s undiscounted operating leases that had not yet commenced were immaterial.

As of May 2, 2025, the Company’s undiscounted operating leases that had not yet commenced were immaterial.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 6 — DEBT

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

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

(in millions)

8 unchanged sentences

Total long-term debt, carrying value $ 23,936 $ 19,363

The Company completed the following transactions during the nine months ended November 1, 2024:

• the issuance of $ 1 billion principal amount of 5.40 % Senior Notes due April 2034, the proceeds of which were utilized to prepay a portion of the outstanding 6.02 % Senior Notes due June 2026;

• the repayment of $ 1 billion principal amount of the 4.00 % Senior Notes due July 2024;

• the issuance of $ 0.7 billion principal amount of 4.35 % Senior Notes due February 2030 and $ 0.8 billion principal amount of 4.85 % Senior Notes due February 2035, the proceeds of which were utilized to redeem the 5.85 % Senior Notes due July 2025.

During the three months ended May 2, 2025, the Company issued $ 1.0 billion principal amount of 4.75 % Senior Notes due April 2028, $ 1.0 billion principal amount of 5.00 % Senior Notes due April 2030, $ 1.0 billion principal amount of 5.30 % Senior Notes due April 2032, and $ 1.0 billion principal amount of 5.50 % Senior Notes due April 2035.

The Company utilized the net proceeds of the issuance for general corporate purposes.

Outstanding Debt

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, January 24, 2023, March 18, 2024, and October 8, 2024 in aggregate principal amounts of $ 20.0 billion, $ 3.3 billion, $ 4.5 billion, $ 2.3 billion, $ 2.3 billion, $ 2.0 billion, $ 1.0 billion, and $ 1.5 billion, respectively (collectively, the “Senior Notes”).

The Senior Notes maturities range from 2026 through 2051.

Interest rates on these borrowings are fixed, ranging from 3.38 % to 8.35 %, and interest is payable semiannually.

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, January 24, 2023, March 18, 2024, October 8, 2024, and April 1, 2025 in aggregate principal amounts of $ 20.0 billion, $ 3.3 billion, $ 4.5 billion, $ 2.3 billion, $ 2.3 billion, $ 2.0 billion, $ 1.0 billion, $ 1.5 billion, and $ 4.0 billion respectively (collectively, the “Senior Notes”).

The Senior Notes currently outstanding have maturity dates ranging from 2026 through 2051.

Interest rates on these borrowings are fixed, ranging from 3.38 % to 8.35 % per annum, and interest is payable semiannually.

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

2 unchanged sentences

The Legacy Notes’ maturities range from 2028 through 2040.

Interest rates on these borrowings are fixed, ranging from 5.40 % to 7.10 %, and interest is payable semiannually.

Interest rates on these borrowings are fixed, ranging from 5.40 % to 7.10 % per annum, and interest is payable semiannually.

DFS Debt — See Note 4 and Note 7 of the Notes to the Condensed Consolidated Financial Statements, respectively, for discussion of DFS debt and the interest rate swap agreements that hedge a portion of that debt.

6 unchanged sentences

The facility matures on November 1, 2027.

As of May 2, 2025, the Company had no outstanding borrowings under the revolving credit facility.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of November 1, 2024, the Company had no outstanding borrowings under the revolving credit facility.

Commercial Paper Program — The Company maintains 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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1 unchanged sentence

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

As of November 1, 2024, the Company had no outstanding issuances under the commercial paper program.

As of May 2, 2025, the Company had no outstanding issuances 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.

1 unchanged sentence

The foregoing credit agreement and indentures contain customary events of default, and the revolving credit facility is subject to an interest coverage ratio covenant that is tested at the end of each fiscal quarter with respect to the Company’s preceding four fiscal quarters.

The Company was in compliance with this financial covenant as of November 1, 2024.

The Company was in compliance with this financial covenant as of May 2, 2025.

Aggregate Future Maturities

The following table presents the aggregate future maturities of the Company’s debt as of November 1, 2024, excluding associated carrying value adjustments, for the periods indicated:

November 1, 2024

The following table presents the aggregate future maturities of the Company’s debt as of May 2, 2025, excluding associated carrying value adjustments, for the periods indicated:

(in millions)

Fiscal 2025 (remaining three months) $ 2,023

Fiscal 2026 (remaining nine months) $ 4,106

Fiscal 2027 7,180

5 unchanged sentences

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 7 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

10 unchanged sentences

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

During the three and nine months ended November 1, 2024 and November 3, 2023, 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 three months ended May 2, 2025 and May 3, 2024, 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.

8 unchanged sentences

Interest rate swaps are utilized to manage the interest rate risk, at a portfolio level, associated with DFS operations in Europe.

The interest rate swaps economically convert the fixed rate on financing receivables to a three-month Euribor floating rate in order to match the floating rate nature of the banks’ funding pool.

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

The interest rate swaps economically convert the fixed rate on financing receivables to a one-month or three-month Euribor floating rate in order to match the floating rate nature of the banks’ funding pool.

The Company also uses interest rate swaps to manage the cash flows related to interest payments on Dell Bank senior unsecured eurobonds.

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.

See Note 4 of the Notes to the Condensed Consolidated Financial Statements for more information about the Dell Bank senior unsecured eurobonds.

See Note 4 of the Notes to the Condensed Consolidated Financial Statements for more information about the senior unsecured eurobonds.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

(in millions)

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(in millions) (in millions)

For the three months ended November 1, 2024:

Total net revenue $ ( 57 )

Foreign exchange contracts $ ( 9 ) Total cost of net revenue 3

Total $ ( 9 ) Total $ ( 54 )

For the three months ended November 3, 2023:

Total net revenue $ 83

Foreign exchange contracts $ 171 Total cost of net revenue 1

Total $ 171 Total $ 84

For the nine months ended November 1, 2024:

For the three months ended May 2, 2025:

Total net revenue $ ( 8 )

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Total $ ( 257 ) Total $ ( 11 )

For the nine months ended November 3, 2023:

For the three months ended May 3, 2024:

Total net revenue $ 18

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023 Location of Gain (Loss) Recognized

Three Months Ended

May 2, 2025 May 3, 2024 Location of Gain (Loss) Recognized

(in millions)

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The following tables present the fair value of those derivative instruments presented on a gross basis as of the dates indicated:

November 1, 2024

Other Current Assets Other Non-Current Assets Other Current Liabilities Other Non-Current Liabilities Total Fair Value

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Total derivatives at fair value $ 299 $ 58 $ ( 184 ) $ ( 51 ) $ 122

February 2, 2024

January 31, 2025

Other Current Assets Other Non-Current Assets Other Current Liabilities Other Non-Current Liabilities Total Fair Value

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following tables present the gross amounts of the Company’s derivative instruments, amounts offset due to master netting agreements with the Company’s counterparties, and the net amounts recognized in the Condensed Consolidated Statements of Financial Position as of the dates indicated:

November 1, 2024

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

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Total derivative instruments $ 122 $ — $ 122 $ — $ ( 71 ) $ 51

February 2, 2024

January 31, 2025

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 8 — GOODWILL AND INTANGIBLE ASSETS

The Infrastructure Solutions Group and Client Solutions Group reporting units are consistent with the reportable segments identified in Note 16 of the Notes to the Condensed Consolidated Financial Statements.

Other businesses consists of Secureworks, VMware Resale, and Virtustream, each of which represents a separate reporting unit.

The Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”) reporting units are consistent with the reportable segments identified in Note 15 of the Notes to the Condensed Consolidated Financial Statements.

The Company also has VMware Resale and Virtustream reporting units which are classified within Corporate and other, each of which is not classified as a reportable segment, and is not presented in the table below.

Prior to the sale of Secureworks as discussed in Note 1 of the Notes to the Condensed Consolidated Financial Statements, Secureworks was also classified within Corporate and other.

The sale of Secureworks was completed during the three months ended May 2, 2025 and was previously held for sale on the Condensed Consolidated Statements of Financial Position for the fiscal year ended January 31, 2025.

The following table presents goodwill allocated to the Company’s reportable segments and changes in the carrying amount of goodwill as of the dates indicated:

Infrastructure Solutions Group Client Solutions Group Other Businesses Total

Infrastructure Solutions Group Client Solutions Group Total

(in millions)

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

Impact of foreign currency translation and other ( 30 ) — — ( 30 )

Reclassification to assets held for sale (a) — — ( 427 ) ( 427 )

Balances as of November 1, 2024 $ 15,011 $ 4,232 $ — $ 19,243

____________________

(a) During the three months ended November 1, 2024, Secureworks goodwill was reclassified to current assets held for sale on the Condensed Consolidated Statements of Financial Position.

See Note 1 of the Notes to the Condensed Consolidated Financial Statements for additional information about the pending sale of Secureworks.

Balances as of January 31, 2025 $ 14,888 $ 4,232 $ 19,120

Impact of foreign currency translation 195 — 195

Balances as of May 2, 2025 $ 15,083 $ 4,232 $ 19,315

Intangible Assets

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

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

Gross Accumulated

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Total intangible assets $ 30,073 $ ( 25,205 ) $ 4,868 $ 30,072 $ ( 25,084 ) $ 4,988

Amortization expense related to definite-lived intangible assets was $ 163 million and $ 205 million for the three months ended November 1, 2024 and November 3, 2023, respectively, and $ 491 million and $ 613 million for the nine months ended November 1, 2024 and November 3, 2023, respectively.

There were no material impairment charges related to intangible assets during the three or nine months ended November 1, 2024 and November 3, 2023.

Amortization expense related to definite-lived intangible assets was $ 0.1 billion and $ 0.2 billion for the three months ended May 2, 2025 and May 3, 2024, respectively.

There were no material impairment charges related to intangible assets during the three months ended May 2, 2025 and May 3, 2024.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the estimated future annual pre-tax amortization expense of definite-lived intangible assets as of the date indicated:

November 1, 2024

(in millions)

Fiscal 2025 (remaining three months) $ 160

Fiscal 2026 (remaining nine months) $ 360

Fiscal 2027 372

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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 of the Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”) reporting units during the third quarter of Fiscal 2025, 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 ISG and CSG reporting units during the third quarter of Fiscal 2025, 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.

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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.

Additionally, Secureworks’ entry into a definitive agreement, pursuant to which Secureworks will be acquired in an all-cash transaction for approximately $ 0.9 billion, as discussed in Note 1 of the Notes to the Condensed Consolidated Financial Statements, provided a fair value indication that the Secureworks reporting unit exceeded its carrying value.

Additionally, Secureworks’ entry into an agreement pursuant to which it was acquired in an all-cash transaction for approximately $ 0.9 billion, as discussed in Note 1 of the Notes to the Condensed Consolidated Financial Statements, provided an indication that the fair value of the Secureworks reporting unit exceeded its carrying value.

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.

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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 three months ended November 1, 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 nine months ended November 1, 2024 other than the Company’s annual impairment review and the assessment of Secureworks.

Based on the results of the annual impairment test performed during Fiscal 2025, 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 three months ended May 2, 2025.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 — DEFERRED REVENUE

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The following table presents the changes in the Company’s deferred revenue for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

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Revenue recognized ( 5,100 ) ( 5,464 )

Other (a) ( 136 ) 15 ( 136 ) 15

Deferred revenue at end of period $ 26,320 $ 28,150

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Long-term deferred revenue $ 12,413 $ 13,116

____________________

(a) For the three and nine months ended November 1, 2024, Other represents the reclassification of Secureworks deferred revenue to liabilities held for sale.

See Note 1 of the Notes to the Condensed Consolidated Financial Statements for more information about the pending sale of Secureworks.

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.

Remaining performance obligations include deferred revenue plus unbilled amounts not yet recorded in deferred revenue.

The value of the transaction price allocated to remaining performance obligations as of November 1, 2024 was approximately $ 37 billion.

The Company expects to recognize approximately 60 % of remaining performance obligations as revenue in the next twelve months , and the remainder thereafter.

The value of the transaction price allocated to remaining performance obligations as of May 2, 2025 was approximately $ 49 billion.

The Company expects to recognize approximately 67 % of remaining performance obligations as revenue in the next twelve months , 16 % in the following twelve months , and the remainder thereafter.

The aggregate amount of the transaction price allocated to remaining performance obligations does not include amounts owed under cancelable contracts where there is no substantive termination penalty.

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 — COMMITMENTS AND CONTINGENCIES

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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 November 1, 2024, such purchase obligations were $ 6.4 billion for the remaining three months of Fiscal 2025;

$ 0.5 billion for Fiscal 2026;

and $ 1.2 billion for Fiscal 2027 and thereafter.

Purchase obligations are primarily related to commitments with suppliers and software maintenance and support services.

As of May 2, 2025, such purchase obligations were $ 5.6 billion for the remainder of Fiscal 2026, $ 0.6 billion for Fiscal 2027, and $ 1.2 billion for Fiscal 2028 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.

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, consisting of matters involving consumer, antitrust, tax, intellectual property, and other issues on a global basis.

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.

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For some matters, the incurrence of a liability is not probable or the amount cannot be reasonably estimated and therefore accruals have not been made.

The following is a discussion of the Company’s significant legal matters and other proceedings:

Class Actions Related to the Class V Transaction — On December 28, 2018, the Company completed a transaction (the “Class V transaction”) in which it paid $ 14.0 billion in cash and issued 149,387,617 shares of its Class C Common Stock to holders of its Class V Common Stock in exchange for all outstanding shares of Class V Common Stock.

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.

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, L.L.C.

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

LLC, 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.

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.

This matter is no longer material to the Company.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

The court conducted a trial on December 7, 2023 and, on February 7, 2024, issued a decision in favor of R2 and imposed an injunction prohibiting the sale and use of such 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.

On February 8, 2024, the Company filed an appeal.

In April and May 2024, R2 filed lawsuits in Paris, France and Milan, Italy, against affiliates of Intel Corporation (“Intel”) and of the Company, raising similar allegations.

Intel agreed to defend the foregoing actions and indemnify the Company and its affiliates against certain losses incurred by the Company in connection with R2’s claims.

On August 30, 2024, Intel and R2 publicly announced an agreement to dismiss all litigation between the two companies that would include dismissal of all litigation against all subsidiaries of Dell Technologies named in the foregoing actions.

Pursuant to that agreement, the Italian lawsuit was dismissed on September 2, 2024, the German lawsuit was dismissed on September 4, 2024, and the French lawsuit was dismissed on September 6, 2024.

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

In accordance with the relevant accounting guidance, the Company provides disclosures of matters where it is at least reasonably possible that the Company could experience a material loss exceeding the amounts already accrued for these or other proceedings or matters.

As of May 2, 2025, the Company does not currently anticipate that any of the legal proceedings it is involved in will have a material adverse effect on its business, financial condition, results of operations, or cash flows.

In addition, the Company also discloses matters based on its consideration of other matters and qualitative factors, including the experience of other companies in the industry, and investor, customer, and employee relations considerations.

As of November 1, 2024, the Company does not believe there is a reasonable possibility that a material loss exceeding the amounts already accrued for these or other proceedings or matters has been incurred.

As of May 2, 2025, the Company does not believe there is a reasonable possibility that a material loss exceeding the amounts already accrued for across all proceedings or matters has been incurred.

However, since the ultimate resolution of any such proceedings and matters is inherently unpredictable, the Company’s business, financial condition, results of operations, or cash flows could be materially affected in any particular period by unfavorable outcomes in one or more of these proceedings or matters.

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

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Under the Separation and Distribution Agreement entered into with VMware, Inc.

upon completion of the spin-off of VMware, Inc.

on November 1, 2021 (the “VMware Spin-off”), 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.

upon completion of its spin-off of VMware, Inc.

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.

(currently operating under the name VMware LLC, and individually and together with its subsidiaries, “VMware”) and their respective businesses (the “Separation”).

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The amounts that VMware and Dell Technologies may be obligated to pay each other could vary depending on the outcome of certain unresolved tax matters, which may not be resolved for several years.

Net income tax indemnification receivables from VMware were immaterial as of November 1, 2024 and February 2, 2024.

Net income tax indemnification receivables from VMware were immaterial as of May 2, 2025 and January 31, 2025.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 11 — INCOME AND OTHER TAXES

For the three months ended November 1, 2024, the Company’s effective income tax rate was 19.0 % on pre-tax income of $ 1.4 billion compared to 14.9 % on pre-tax income of $ 1.2 billion for the three months ended November 3, 2023.

For the nine months ended November 1, 2024, the Company’s effective income tax rate was 0.2 % on pre-tax income of $ 2.9 billion compared to 21.6 % on pre-tax income of $ 2.6 billion for the nine months ended November 3, 2023.

For the three months ended May 2, 2025, the Company’s effective income tax rate was 10.9 % on pre-tax income of $ 1.1 billion compared to ( 67.6 )% on pre-tax income of $ 0.6 billion for the three months ended May 3, 2024.

The changes in the Company’s effective income tax rate were primarily driven by discrete tax items.

For the nine months ended November 1, 2024, the Company recorded discrete tax benefits of $ 0.4 billion related to changes in uncertain tax benefits resulting from the expiration of certain statutes of limitations and $ 0.2 billion related to stock-based compensation.

For the three months ended May 2, 2025, the Company recorded discrete tax benefits of $ 0.1 billion related to stock-based compensation.

For the three months ended May 3, 2024, the Company recorded discrete tax benefits of $ 0.4 billion related to changes in uncertain tax benefits resulting from the expiration of certain U.S.

statutes of limitations and $ 0.2 billion related to stock-based compensation.

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

2 unchanged sentences

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.

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 November 1, 2024, the Company was not aware of any matters of non-compliance related to these tax holidays.

As of May 2, 2025, the Company was not aware of any matters of non-compliance related to these tax holidays.

In June 2023, the Company received a Revenue Agent’s Report for the federal income tax examination by the Internal Revenue Service (“IRS”) of fiscal years 2018 through 2019.

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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 IRS is also currently conducting a federal income tax examination of fiscal years 2020 through 2022.

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

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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.

state and foreign taxing jurisdictions, the Company is generally not subject to tax examinations for years prior to the fiscal year ended February 2, 2018.

The Company believes that it has provided adequate reserves related to all income tax 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.

Unrecognized tax benefits were $ 1.0 billion and $ 1.3 billion as of November 1, 2024 and February 2, 2024, respectively, and are included in other non-current liabilities in the Condensed Consolidated Statements of Financial Position.

Net unrecognized tax benefits were $ 1.0 billion and $ 0.9 billion as of May 2, 2025 and January 31, 2025, respectively, and are included in other non-current liabilities in the Condensed Consolidated Statements of Financial Position.

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

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.

The Company believes that a material loss in these non-income tax litigation matters is not probable and that it is not reasonably possible that a material loss exceeding amounts already accrued has been incurred.

The Company believes its positions in these matters are supportable and that it ultimately will prevail in the matters.

The Company believes that a material loss in these matters is not probable and that it is not reasonably possible that a material loss exceeding amounts already accrued has been incurred.

The Company believes its positions in these non-income tax litigation matters are supportable and that it ultimately will prevail in the matters.

In the normal course of business, the Company’s positions and conclusions related to its non-income taxes could be challenged and assessments may be made.

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 12 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

3 unchanged sentences

(in millions)

Balances as of February 2, 2024 $ ( 755 ) $ ( 30 ) $ ( 15 ) $ ( 800 )

Balances as of January 31, 2025 $ ( 1,023 ) $ 105 $ ( 21 ) $ ( 939 )

Other comprehensive income (loss) before reclassifications 252 ( 257 ) ( 1 ) ( 6 )

Amounts reclassified from accumulated other comprehensive income (loss) — 11 — 11

Sale of Secureworks (a) 8 — — 8

Total change for the period 260 ( 246 ) ( 1 ) 13

Balances as of November 1, 2024 $ ( 850 ) $ 45 $ ( 15 ) $ ( 820 )

Balances as of May 2, 2025 $ ( 763 ) $ ( 141 ) $ ( 22 ) $ ( 926 )

____________________

(a) See Note 1 of the Notes to the Condensed Consolidated Financial Statements for more information about the sale of Secureworks.

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.

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Three Months Ended

November 1, 2024 November 3, 2023

Cash Flow Hedges Pensions Total Cash Flow Hedges Pensions Total

(in millions)

Total reclassifications, net of tax:

Net revenue $ ( 57 ) $ — $ ( 57 ) $ 83 $ — $ 83

Cost of net revenue 3 — 3 1 — 1

Operating expenses — — — — — —

Total reclassifications, net of tax $ ( 54 ) $ — $ ( 54 ) $ 84 $ — $ 84

Nine Months Ended

November 1, 2024 November 3, 2023

May 2, 2025 May 3, 2024

Cash Flow Hedges Pensions Total Cash Flow Hedges Pensions Total

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DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 13 — CAPITALIZATION

2 unchanged sentences

(in millions)

Common stock as of November 1, 2024

Common stock as of May 2, 2025

Class A 600 277 277

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8,800 843 683

Common stock as of February 2, 2024

Common stock as of January 31, 2025

Class A 600 277 277

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The Company is authorized to issue one million shares of preferred stock, par value $ 0.01 per share.

As of November 1, 2024 and February 2, 2024, no shares of preferred stock were issued or outstanding.

As of May 2, 2025 and January 31, 2025, 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.

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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 nine months ended November 1, 2024, the Company issued 71 million shares of Class C Common Stock to stockholders upon the conversion of 51 million shares of Class A Common Stock and 20 million shares of Class B Common Stock in accordance with the Company’s certificate of incorporation.

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 three months ended May 2, 2025, there were no conversions of shares of Class A Common Stock or Class B Common Stock into shares of Class C Common Stock.

During the fiscal year ended January 31, 2025, the Company issued 100 million shares of Class C Common Stock to stockholders upon the conversion of 76 million shares of Class A Common Stock and 24 million shares of Class B Common Stock in accordance with the Company’s certificate of incorporation.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 29, 2024, the Company announced that the Board of Directors approved a 20 % increase in the quarterly dividend rate to $ 0.445 per share per fiscal quarter beginning in the first quarter of Fiscal 2025.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On February 27, 2025, the Company announced that the Board of Directors approved an 18 % increase in the quarterly dividend rate to $ 0.525 per share per fiscal quarter beginning in the first quarter of Fiscal 2026.

The Company paid the following dividends during the periods presented:

Three Months Ended Declaration Date Record Date Payment Date Dividend per Share Amount

Declaration Date Record Date Payment Date Dividend per Share Amount

(in millions)

May 3, 2024 February 29, 2024 April 23, 2024 May 3, 2024 $ 0.445 $ 316

August 2, 2024 June 11, 2024 July 23, 2024 August 2, 2024 $ 0.445 $ 314

November 1, 2024 September 18, 2024 October 22, 2024 November 1, 2024 $ 0.445 $ 312

May 5, 2023 March 2, 2023 April 25, 2023 May 5, 2023 $ 0.37 $ 270

August 4, 2023 June 16, 2023 July 25, 2023 August 4, 2023 $ 0.37 $ 268

November 3, 2023 September 28, 2023 October 24, 2023 November 3, 2023 $ 0.37 $ 266

During the three and nine months ended November 1, 2024 and November 3, 2023, the Company also paid an immaterial amount of dividend equivalents on eligible vested equity awards which are not included above.

February 27, 2025 April 22, 2025 May 2, 2025 $ 0.525 $ 360

February 29, 2024 April 23, 2024 May 3, 2024 $ 0.445 $ 316

During the three months ended May 2, 2025 and May 3, 2024, the Company also paid an immaterial amount of dividend equivalents on eligible vested equity awards which are not included above.

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 Class C Common Stock with no fixed expiration date, exclusive of any fees, commissions, or other expenses related to such repurchases.

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 nine months ended November 1, 2024, the Company repurchased approximately 16 million shares of Class C Common Stock for a total purchase price of approximately $ 1.8 billion.

During the nine months ended November 3, 2023, the Company repurchased approximately 22 million shares of Class C Common Stock for a total purchase price of approximately $ 1.3 billion.

As of November 1, 2024, the Company had approximately $ 2.6 billion in authorized amount remaining under the stock repurchase program.

On September 23, 2021, the Company’s Board of Directors approved the Company’s current stock repurchase program with no fixed expiration date under which the Company was authorized to repurchase up to $ 5 billion of shares of Class C Common Stock, exclusive of any fees, commissions, or other expenses related to such repurchases.

On October 5, 2023 and February 27, 2025, the Company’s Board of Directors authorized additional shares for repurchase under the program of $ 5 billion and $ 10 billion, respectively.

Following the February 27, 2025 approval, the Company had approximately $ 11.5 billion of authorized shares remaining under the program.

During the three months ended May 2, 2025, the Company repurchased approximately 22 million shares of Class C Common Stock for a total purchase price of approximately $ 2.0 billion.

During the three months ended May 3, 2024, the Company repurchased approximately 7 million shares of Class C Common Stock for a total purchase price of approximately $ 0.7 billion.

The above repurchases of Class C Common Stock exclude U.S.

1 unchanged sentence

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 14 — EARNINGS PER SHARE

3 unchanged sentences

The following table presents basic and diluted earnings per share for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

Earnings per share attributable to Dell Technologies Inc.

2 unchanged sentences

The following table presents the computation of basic and diluted earnings per share for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

4 unchanged sentences

Weighted-average shares outstanding — basic

703 722 706 724

Dilutive effect of equity awards 10 19

Weighted-average shares outstanding — diluted

717 740 722 738

Weighted-average shares outstanding — antidilutive

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 — RELATED PARTY TRANSACTIONS

Prior to the acquisition on November 22, 2023 of VMware LLC (previously VMware, Inc.

and individually and together with its consolidated subsidiaries, “VMware”) by Broadcom Inc.

(“Broadcom”), VMware was considered a related party of the Company.

Upon Broadcom’s acquisition of VMware, Michael Dell’s ownership interest in VMware and his position as Chairman of the Board of VMware terminated, and the Company determined no related party relationship exists with Broadcom or VMware effective as of November 22, 2023.

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 16 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Related Party Transactions with VMware

The information provided below includes a summary of related party transactions with VMware for the three and nine months ended November 3, 2023.

• 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 Condensed Consolidated Statements of Financial Position.

Associated financing fees were recorded to product net revenue on the Condensed Consolidated Statements of Income and were 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 three and nine months ended November 3, 2023, 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 three and nine months ended November 3, 2023, 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 three and nine months ended November 3, 2023, consideration received from VMware for joint marketing, sales, and branding arrangements was immaterial.

The following table presents information about the impact of Dell Technologies’ related party transactions with VMware on the Consolidated Statements of Income for the three and nine months ended November 3, 2023:

Three Months Ended Nine Months Ended

Classification November 3, 2023 November 3, 2023

(in millions)

Sales and leases of products to VMware Net revenue — products $ 16 $ 94

Purchase of VMware products for resale Cost of net revenue — products $ 379 $ 970

Purchase of VMware services for resale Cost of net revenue — services $ 884 $ 2,640

In connection with the completion of the VMware Spin-off described in Note 10 of the Notes to the Condensed Consolidated Financial Statements, Dell Technologies and VMware entered into a Tax Matters Agreement effective as of April 14, 2021 (the “Tax Matters Agreement”), which governs the respective rights and obligations of Dell Technologies and VMware regarding income and other taxes as well as related matters, including tax liabilities and benefits, attributes, and returns for periods both preceding and following the VMware Spin-off.

Pursuant to the Tax Matters Agreement, net receipts from VMware during the nine months ended November 3, 2023 were immaterial.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Related Parties

Transactions with other related parties during the periods presented were immaterial, individually and in aggregate.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 15 — SEGMENT INFORMATION

The Company has two reportable segments that are based on the following business units:

The Company reports its financial results through two reportable segments which are based on the following business units:

Infrastructure Solutions Group (“ISG”) and Client Solutions Group (“CSG”).

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 organizes its reportable segments based on the manner in which management evaluates the performance of the Company.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”).

The CODM is regularly provided and reviews segment revenue and segment operating income to assess the performance of each segment and allocate resources to the segments in the annual planning process.

The Company’s measure of segment revenue and segment operating income for management reporting purposes excludes Corporate and other, amortization of intangible assets, stock-based compensation expense, and other corporate expenses, as applicable, which are not used in evaluating the results of, or in allocating resources to, the segments.

The Company does not allocate assets to the above reportable segments for internal reporting purposes.

Additionally, the accounting policies of the segments are the same as those described in Note 2 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

ISG includes the Company’s servers and networking offerings and storage offerings.

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 includes the Company’s commercial offerings and consumer offerings.

The Company’s CSG portfolio includes branded PCs, including notebooks, desktops, and workstations and branded peripherals that include displays, docking stations, keyboards, mice, and webcam and audio devices, as well as 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.

The Company’s measure of segment revenue and segment operating income for management reporting purposes excludes operating results of other businesses, unallocated corporate transactions, amortization of intangible assets, stock-based compensation expense, and other corporate expenses, as applicable.

The Company does not allocate assets to the above reportable segments for internal reporting purposes.

Following its acquisition by Broadcom on November 22, 2023, VMware announced changes to its go-to-market approach for VMware offerings that impacted the Company’s commercial relationship with VMware.

On March 25, 2024, the Company terminated the Commercial Framework Agreement with VMware, which provided the framework pursuant to which the Company and VMware continued the commercial relationship following the VMware Spin-off and under which Dell Technologies acted as a distributor of Broadcom’s VMware stand-alone products and services and purchased such products and services for resale to end-user customers (“VMware Resale”).

Dell Technologies no longer acts as a distributor of VMware’s standalone products and services, though the Company will continue to support customers that have purchased resale offerings sold in prior periods.

The results of VMware Resale transactions are reflected in other businesses.

The Company continues to integrate and embed certain VMware products and services with select Dell Technologies’ offerings to end-users.

The results of such offerings are reflected within CSG or ISG, depending upon the nature of the underlying offering sold.

On March 25, 2024, the Company terminated the Commercial Framework Agreement with VMware, whereby Dell Technologies acted as a distributor of Broadcom Inc.’s VMware stand-alone products and services and purchased such products and services for resale to end-user customers (“VMware Resale”).

Dell Technologies no longer acts as a distributor of such products and services, although it continues to support customers that have purchased resale offerings sold in prior periods.

The results of VMware Resale transactions are reflected in Corporate and other.

The Company continues to integrate and embed certain VMware products and services with the Company’s VxRail solution to end-user customers.

The results for this integrated offering are reflected within ISG.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents a reconciliation of net revenue by the Company’s reportable segments to the Company’s consolidated net revenue as well as a reconciliation of segment operating income to the Company’s consolidated operating income for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

3 unchanged sentences

Reportable segment net revenue 22,826 21,194

Other businesses (a) 867 1,474 2,882 4,345

Unallocated transactions (b) — 2 1 8

Corporate and other (a) 552 1,050

Total consolidated net revenue $ 23,378 $ 22,244

2 unchanged sentences

Client Solutions Group 653 777

Reportable segment operating income 2,202 1,994 5,721 5,644

Other businesses (a) ( 3 ) ( 32 ) ( 14 ) ( 112 )

Unallocated transactions (b) — 2 — 7

Reportable segment operating income (b) 1,651 1,513

Corporate and other (a) 15 6

Amortization of intangibles (c) ( 126 ) ( 168 )

1 unchanged sentence

Other corporate expenses (e) ( 185 ) ( 176 )

Total consolidated operating income $ 1,668 $ 1,486 $ 3,930 $ 3,720

Total consolidated operating income (f) $ 1,165 $ 965

____________________

(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) Unallocated transactions includes other corporate items that are not allocated to Dell Technologies’ reportable segments.

(c) Amortization of intangibles includes non-cash purchase accounting adjustments that are primarily related to the EMC merger transaction.

(a) Corporate and other consists of results of divested businesses or non-reportable segments whose offerings are no longer actively sold, including (i) VMware Resale, (ii) Secureworks, and (iii) Virtustream, and do not meet the requirements for a reportable segment, either individually or collectively.

Additionally, Corporate and other includes other items that are managed at the corporate level and are not allocated to reportable segments.

(b) Depreciation expense directly attributable to each reportable segment is included in the operating results of each segment.

However, the CODM does not evaluate depreciation expense by operating segment, and therefore such expense is not separately presented.

(c) Amortization of intangibles includes non-cash purchase accounting adjustments that are primarily related to the acquisition by merger of EMC Corporation.

(d) Stock-based compensation expense consists of equity awards granted based on the estimated fair value of those awards at grant date.

(e) Other corporate expenses includes severance expenses, payroll taxes associated with stock-based compensation, facility action costs, transaction-related expenses, impairment charges, incentive charges related to equity investments, and other costs.

(e) Other corporate expenses includes severance expenses, payroll taxes associated with stock-based compensation, incentive charges related to equity investments, facility action costs, transaction-related expenses, and impairment charges.

(f) Income and expenses within interest and other, net, is not allocated to the reportable segments.

Therefore, the Company only reports to reportable segment operating income.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the significant expense categories by reportable segment for the periods indicated:

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

Infrastructure Solutions Group:

Cost of net revenue $ 7,050 $ 6,204

Selling, general, and administrative $ 1,695 $ 1,759

Research and development $ 574 $ 528

Client Solutions Group:

Cost of net revenue $ 10,738 $ 10,115

Selling, general, and administrative $ 982 $ 961

Research and development $ 136 $ 114

The following table presents the disaggregation of net revenue by reportable segment and by major product categories within the segments for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

8 unchanged sentences

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 16 — SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION

The following table presents additional information on selected assets included in the Condensed Consolidated Statements of Financial Position as of the dates indicated:

November 1, 2024 February 2, 2024

May 2, 2025 January 31, 2025

(in millions)

2 unchanged sentences

Cash and cash equivalents — held for sale (a) — 62

Restricted cash — other current assets (b) 122 136

Restricted cash — other non-current assets (b) 4 5

Restricted cash (b) 153 124

Total cash, cash equivalents, and restricted cash $ 7,853 $ 3,819

5 unchanged sentences

Total deferred costs, current (c) $ 3,854 $ 4,129

Contract manufacturers' receivables:

Total contract manufacturers' receivables (d) $ 3,850 $ 731

Property, plant, and equipment, net:

7 unchanged sentences

____________________

(a) Held for sale represents the reclassification of Secureworks cash and cash equivalents to assets held for sale.

See Note 1 of the Notes to the Condensed Consolidated Financial Statements for more information about the pending sale of Secureworks.

(b) Restricted cash primarily includes cash required to be held in escrow pursuant to DFS securitization arrangements.

(a) Held for sale represents the reclassification of Secureworks cash and cash equivalents to assets held for sale as of January 31, 2025.

See Note 1 of the Notes to the Condensed Consolidated Financial Statements for more information about the sale of Secureworks.

(b) Restricted cash is primarily classified as other current assets in the Condensed Consolidated Statements of Financial Position and consists predominantly of cash required to be held in escrow pursuant to DFS securitization arrangements.

Amounts classified as long-term deferred costs are included in other non-current assets and are not disclosed above.

(d) Contract manufacturers’ receivables are classified as other current assets in the Condensed Consolidated Statements of Financial Position and consist of sales of components to contract manufacturers to manufacture or assemble the Company’s products.

The Company has agreements with the majority of contract manufacturers that permit net settlement mitigating the credit risk wholly or in part.

During the three months ended May 2, 2025, the portion of receivables not offset increased primarily due to the timing of the sale of components to one contract manufacturer and the corresponding purchase of assembled products.

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Warranty Liability

The following table presents changes in the Company’s liability for standard limited warranties for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

3 unchanged sentences

Service obligations honored ( 220 ) ( 229 )

Warranty liability at end of period $ 428 $ 444 $ 428 $ 444

Warranty liability at end of period (b) $ 415 $ 426

____________________

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.

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

Severance Charges

2 unchanged sentences

The following table presents the activity related to the Company’s severance liability for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

5 unchanged sentences

The following table presents severance charges as included in the Condensed Consolidated Statements of Income for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

5 unchanged sentences

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Supply Chain Finance Program

2 unchanged sentences

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.

As of November 1, 2024 and February 2, 2024, the Company had $ 1.4 billion and $ 1.1 billion, respectively, included within accounts payable on the Condensed Consolidated Statements of Financial Position representing invoices due to suppliers confirmed as valid under the SCF Program.

As of May 2, 2025 and January 31, 2025, the Company had $ 1.3 billion and $ 1.4 billion, respectively, included within accounts payable on the Condensed Consolidated Statements of Financial Position representing invoices due to suppliers confirmed as valid under the SCF Program.

Interest and other, net

The following table presents information regarding interest and other, net as included in the Condensed Consolidated Statements of Income for the periods indicated:

Three Months Ended Nine Months Ended

November 1, 2024 November 3, 2023 November 1, 2024 November 3, 2023

Three Months Ended

May 2, 2025 May 3, 2024

(in millions)

4 unchanged sentences

Foreign exchange ( 5 ) ( 38 )

Gain on disposition of businesses and assets 236 —

Other ( 7 ) ( 16 )

1 unchanged sentence

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 17 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As discussed in Note 1 of the Notes to the Condensed Consolidated Financial Statements and as previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, the Company discovered accumulated credits from certain suppliers that were not recorded or not recorded in the correct period in its previously reported financial results.

Accordingly, the Company has revised its previously reported quarterly financial information for the three months ended May 3, 2024 based on the summary presented below to correct for the overstatement of cost of net revenue to the Condensed Consolidated Statements of Income, net of the related income tax effect.

The revision did not have an impact on the Company’s net revenue.

A summary of the corrections to the affected financial statement line items in these Condensed Consolidated Financial Statements is presented below.

Condensed Consolidated Statements of Income

Three Months Ended

As Reported Adjustment As Revised

(in millions, except per share amounts)

Cost of net revenue:

Products $ 13,766 $ ( 45 ) $ 13,721

Total cost of net revenue $ 17,438 $ ( 45 ) $ 17,393

Gross margin $ 4,806 $ 45 $ 4,851

Operating income $ 920 $ 45 $ 965

Income before income taxes $ 547 $ 45 $ 592

Income tax expense (benefit) $ ( 408 ) $ 8 $ ( 400 )

Net income $ 955 $ 37 $ 992

Net income attributable to Dell Technologies Inc.

$ 960 $ 37 $ 997

Earnings per share attributable to Dell Technologies Inc.

Basic $ 1.36 $ 0.05 $ 1.41

Diluted $ 1.32 $ 0.05 $ 1.37

____________________

(a) The Company’s Condensed Consolidated Statements of Comprehensive Income were also affected by the revised net income amounts for the period presented above.

Condensed Consolidated Statements of Cash Flows

Three Months Ended

As Reported Adjustment As Revised

(in millions)

Cash flow from operations:

Net income $ 955 $ 37 $ 992

Adjustments to reconcile net income to net cash provided by operating activities:

Other assets and liabilities $ ( 592 ) $ ( 1 ) $ ( 593 )

Accounts payable $ 1,241 $ ( 36 ) $ 1,205

DELL TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 18 — SUBSEQUENT EVENTS

There were no known events occurring after November 1, 2024, and up until the date of issuance of this report that would materially affect the information presented herein.

There were no known events occurring after May 2, 2025 and up until the date of issuance of this report that would materially affect the information presented herein.

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-Q

Item 1. Financial Statements