Dell
Annual Report 2018

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Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K(Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended February 1, 2019or¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from to Commission File Number: 001-37867Dell Technologies Inc.(Exact name of registrant as specified in its charter) Delaware 80-0890963(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)One Dell Way, Round Rock, Texas 78682(Address of principal executive offices) (Zip Code)1-800-289-3355 (Registrant’s telephone number, including area code)Title of each className of each exchange on which registeredClass C Common Stock, par value $0.01 per shareNew York Stock ExchangeIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes þ No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ¨ No þIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer þ Accelerated filer ¨Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ1 Table of ContentsAs of August 3, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of the Class V CommonStock of the registrant held by non-affiliates was approximately $18.6 billion (based on the closing price of $93.09 per share reported on the New York Stock Exchange on thatdate).As of March 25, 2019, there were 718,529,194 shares of the registrant’s common stock outstanding, consisting of 408,550,736 outstanding shares of Class C Common Stock,136,986,858 outstanding shares of Class A Common Stock, and 172,991,600 outstanding shares of Class B Common Stock.2 Table of ContentsCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the SecuritiesExchange Act of 1934. The words “may,” “will,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “aim,” “seek,” and similar expressions as they relate to usor our management are intended to identify these forward-looking statements. All statements by us regarding our expected financial position, revenues, cashflows and other operating results, business strategy, legal proceedings, and similar matters are forward-looking statements. Our expectations expressed orimplied in these forward-looking statements may not turn out to be correct. Our results could be materially different from our expectations because of variousrisks, including the risks discussed in “Part I — Item 1A — Risk Factors” and in our other periodic and current reports filed with the Securities and ExchangeCommission (“SEC”). Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, weundertake no obligation to update any forward-looking statement after the date as of which such statement was made, whether to reflect changes incircumstances or our expectations, the occurrence of unanticipated events, or otherwise.3 Table of ContentsDELL TECHNOLOGIES INC.TABLE OF CONTENTS PagePART I Item 1.Business5Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments35Item 2.Properties35Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36Item 6.Selected Financial Data39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures About Market Risk79Item 8.Financial Statements and Supplementary Data80Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure180Item 9A.Controls and Procedures180Item 9B.Other Information182PART III Item 10.Directors, Executive Officers and Corporate Governance182Item 11.Executive Compensation183Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters183Item 13.Certain Relationships and Related Transactions, and Director Independence183Item 14.Principal Accounting Fees and Services183PART IV Item 15.Exhibits, Financial Statement Schedules184Item 16.Form 10-K Summary192Signatures 4 Table of ContentsUnless the context indicates otherwise, references in this report to “we,” “us,” “our,” the “Company,” and “Dell Technologies” mean Dell TechnologiesInc. and its consolidated subsidiaries, references to “Dell” mean Dell Inc. and Dell Inc.’s consolidated subsidiaries, and references to “EMC” mean EMCCorporation and EMC Corporation’s consolidated subsidiaries.Our fiscal year is the 52- or 53-week period ending on the Friday nearest January 31. We refer to our fiscal years ended February 1, 2019, February 2,2018, and February 3, 2017 as “Fiscal 2019,” “Fiscal 2018,” and “Fiscal 2017,” respectively. Fiscal 2019 and Fiscal 2018 included 52 weeks. Fiscal2017 included 53 weeks, with the extra week included in the fourth quarter of Fiscal 2017.PART IITEM 1 — BUSINESSBusinessDell Technologies is a leading global end-to-end technology provider, with a comprehensive portfolio of IT hardware, software and service solutionsspanning both traditional infrastructure and emerging, multi-cloud technologies that enable our customers to build their digital future and transform howthey work and live. We operate eight complementary businesses: our Infrastructure Solutions Group and our Client Solutions Group, as well as VMware, Inc.,Pivotal Software, Inc. (“Pivotal”), SecureWorks Corp. (“Secureworks”), RSA Security LLC (“RSA Security”), Virtustream Group Holdings, Inc.(“Virtustream”), and Boomi, Inc. (“Boomi”). Together our strategically aligned family of businesses collaborate across key functional areas such astechnology and product development, marketing, go-to-market and global services, and are supported by Dell Financial Services. We believe this operationalphilosophy enables our platform to seamlessly deliver differentiated and holistic IT solutions to our customers, which has driven significant revenue growthand share gains.Dell Technologies operates with significant scale and an unmatched breadth of unique and complementary offerings. Digital transformation has becomeessential to all businesses, and we have expanded our portfolio to include holistic solutions that enable our customers to drive their ongoing digitaltransformation initiatives. Dell Technologies’ integrated solutions help customers modernize their IT infrastructure, address workforce transformation, andprovide critical security solutions to protect against the ever increasing and evolving security threats. With our extensive portfolio and our commitment toinnovation, we have the ability to offer secure, integrated solutions that extend from edge to core to cloud, and we are at the forefront of the software-definedand cloud native infrastructure era. Our end-to-end portfolio is supported by a differentiated go-to-market engine, which includes a 40,000-person sales force,a global network of channel partners, and a world-class supply chain that together drive revenue growth and operating efficiencies.Products and ServicesWe design, develop, manufacture, market, sell, and support a wide range of products and services. We are organized into the following business units, whichare our reportable segments: Infrastructure Solutions Group; Client Solutions Group; and VMware.•Infrastructure Solutions Group (“ISG”) — ISG enables the digital transformation of our customers through our trusted multi-cloud and big datasolutions, which are built upon a modern data center infrastructure. Our comprehensive portfolio of advanced storage solutions includes traditionalstorage solutions as well as next-generation storage solutions (such as all-flash arrays, scale-out file, object platforms and software-definedsolutions), while our server portfolio includes high-performance rack, blade, tower and hyperscale servers. Our networking portfolio helps ourbusiness customers transform and modernize their infrastructure, mobilize and enrich end-user experiences, and accelerate business applications andprocesses. Our strengths in server, storage, and virtualization software solutions enable us to offer leading converged and hyper-converged solutions,allowing our customers to accelerate their IT transformation by acquiring scalable integrated IT solutions instead of building and assembling theirown IT platforms. ISG also offers attached software, peripherals and services, including support and deployment, configuration, and extendedwarranty services.We are continuing our journey to simplify our storage portfolio, with the goal of ensuring that we deliver the technology needed for our customers’digital transformation. As our storage portfolio evolves, we will continue to support our current portfolio of storage solutions.5 Table of ContentsApproximately half of ISG revenue is generated by sales to customers in the Americas, with the remaining portion derived from sales to customers inthe Europe, Middle East, and Africa region (“EMEA”) and the Asia-Pacific and Japan region (“APJ”).•Client Solutions Group (“CSG”) — CSG includes branded hardware (such as desktops, workstations, and notebooks) and branded peripherals (suchas displays and projectors), as well as third-party software and peripherals. Our computing devices are designed with our commercial and consumercustomers’ needs in mind, and we seek to optimize performance, reliability, manageability, design, and security. In addition to our traditionalhardware business, we have a portfolio of thin client offerings that we believe will allow us to benefit from the growth trends in cloud computing.CSG hardware and services also provide the architecture to enable the Internet of Things and connected ecosystems to securely and efficientlycapture massive amounts of data for analytics and actionable insights for commercial customers. CSG also offers attached software, peripherals, andservices, including support and deployment, configuration, and extended warranty services.Approximately half of CSG revenue is generated by sales to customers in the Americas, with the remaining portion derived from sales to customersin EMEA and APJ.•VMware — The VMware reportable segment (“VMware”) reflects the operations of VMware, Inc. (NYSE: VMW) within Dell Technologies. SeeExhibit 99.1 filed with this report for further details on the differences between VMware reportable segment results and VMware, Inc. results.VMware works with customers in the areas of hybrid cloud, multi-cloud, modern applications, networking and security, and digital workspaces,helping customers manage their IT resources across private clouds and complex multi-cloud, multi-device environments. VMware’s portfoliosupports and addresses the key IT priorities of customers: accelerating their cloud journey, empowering digital workspaces, and transformingnetworking and security. VMware solutions provide a flexible digital foundation to enable the digital transformation of VMware’s customers as theyready their applications, infrastructure, and devices for their future business needs.Approximately half of VMware revenue is generated by sales to customers in the United States.Our other businesses, described below, consist of product and service offerings of Pivotal, Secureworks, RSA Security, Virtustream, and Boomi, each of whichis majority-owned by Dell Technologies. These businesses are not classified as reportable segments, either individually or collectively, as the results of thebusinesses are not material to our overall results and the businesses do not meet the criteria for reportable segments.•Pivotal (NYSE: PVTL) provides a leading cloud-native platform that makes software development and IT operations a strategic advantage forcustomers. Pivotal’s cloud-native platform, Pivotal Cloud Foundry, accelerates and streamlines software development by reducing the complexity ofbuilding, deploying and operating new cloud-native applications, and modernizing legacy applications. In April 2018, Pivotal completed aregistered underwritten initial public offering of its Class A common stock.•Secureworks (NASDAQ: SCWX) is a leading global provider of intelligence-driven information security solutions singularly focused on protectingits clients from cyber attacks. The solutions offered by Secureworks enable organizations of varying size and complexity to fortify their cyberdefenses to prevent security breaches, detect malicious activity in near real time, prioritize and respond rapidly to security incidents and predictemerging threats.•RSA Security provides essential cybersecurity solutions engineered to enable organizations to detect, investigate, and respond to advanced attacks,confirm and manage identities, and, ultimately, help reduce IP theft, fraud, and cybercrime.6 Table of Contents•Virtustream offers cloud software and infrastructure-as-a-service solutions that enable customers to migrate, run, and manage mission-criticalapplications in cloud-based IT environments. Beginning in the first quarter of Fiscal 2019, Virtustream results are reported within other businesses,rather than within ISG. This change in reporting structure did not impact our previously reported consolidated financial results, but our prior periodsegment results have been recast to reflect the change.•Boomi specializes in cloud-based integration, connecting information between existing on-premise and cloud-based applications to ensure businessprocesses are optimized, data is accurate and workflow is reliable.As the integration of our family of businesses matures, we believe the increasing collaboration, innovation, and coordination of the operations and strategiesof our businesses, as well as our differentiated go-to-market model, will continue to drive revenue synergies. Through our coordinated research anddevelopment activities, we are able to jointly engineer leading innovative solutions that incorporate the distinct set of hardware, software, and services acrossour businesses.See Note 19 of the Notes to the Consolidated Financial Statements included in this report for more information about our other businesses.For further discussion regarding our current reportable segments, see “Part II — Item 7 —Management’s Discussion and Analysis of Financial Condition andResults of Operations — Results of Operations — Business Unit Results.”Dell Financial ServicesDell Financial Services and its affiliates (“DFS”) support our businesses by offering and arranging various financing options and services for our customers inNorth America, Europe, Australia, and New Zealand. DFS originates, collects, and services customer receivables primarily related to the purchase of ourproduct, software, and service solutions. We also arrange financing for some of our customers in various countries where DFS does not currently operate as acaptive. DFS further strengthens our customer relationships through its flexible consumption models, which enable us to offer our customers the option topay over time and, in certain cases, based on utilization, providing them with financial flexibility to meet their changing technological requirements. Theresults of these operations are allocated to our segments based on the underlying product or service financed. For additional information about our financingarrangements, see Note 5 of the Notes to the Consolidated Financial Statements included in this report.Research and DevelopmentWe focus on developing scalable technology solutions that incorporate highly desirable features and capabilities at competitive prices. We employ acollaborative approach to product design and development in which our engineers, with direct customer input, design innovative solutions and work with aglobal network of technology companies to architect new system designs, influence the direction of future development, and integrate new technologies intoour products. We manage our research and development (“R&D”) spending by targeting those innovations and products that we believe are most valuable toour customers and by relying on the capabilities of our strategic relationships. Through this collaborative, customer-focused approach, we strive to delivernew and relevant products to the market quickly and efficiently. Additionally, from time to time, we make strategic investments in publicly-traded andprivately-held companies that develop software, hardware, and other technologies or provide services supporting our technologies.VMware represents a significant portion of our R&D activities and has assembled an experienced group of developers with compute, storage, management,hybrid and public cloud, networking and security, traditional, cloud native and SaaS applications, digital workspace and mobility, container and open sourcesoftware expertise. VMware also has strong ties to leading academic institutions around the world and invests in joint research with many such institutions.Product development efforts are prioritized through a combination of engineering-driven innovation and customer- and market-driven feedback.Dell Technologies has a global R&D presence, with total R&D expenses of $4.6 billion, $4.4 billion, and $2.6 billion for Fiscal 2019, Fiscal 2018, and Fiscal2017, respectively. These investments reflect our commitment to R&D activities that ultimately support our mission: to help our customers build their digitalfuture and to transform IT.7 Table of ContentsManufacturing and MaterialsWe own manufacturing facilities located in the United States, Malaysia, China, Brazil, India, Poland, and Ireland. See “Item 2 — Properties” for informationabout our manufacturing and distribution facilities.We also utilize contract manufacturers throughout the world to manufacture or assemble our products under the Dell Technologies brand as part of ourstrategy to enhance our variable cost structure and to achieve our goals of generating cost efficiencies, delivering products faster, better serving ourcustomers, and enhancing our world-class supply chain.Our manufacturing process consists of assembly, software installation, functional testing, and quality control. We conduct operations utilizing a formal,documented quality management system to ensure that our products and services satisfy customer needs and expectations. Testing and quality control arealso applied to components, parts, sub-assemblies, and systems obtained from third-party suppliers.Our quality management system is maintained through the testing of components, sub-assemblies, software, and systems at various stages in themanufacturing process. Quality control procedures also include a burn-in period for completed units after assembly, ongoing production reliability audits,failure tracking for early identification of production and component problems, and information from customers obtained through services and supportprograms. This system is certified to the ISO 9001 International Standard that includes most of our global sites that design, manufacture, and service ourproducts.Our order fulfillment, manufacturing, and test facilities in Massachusetts, North Carolina, and Ireland are certified to the ISO 14001 International Standard forenvironmental management systems and also have achieved OHSAS 18001 certification, an international standard for facilities with world-class safety andhealth management systems. These internationally-recognized endorsements of ongoing quality and environmental management are among the highestlevels of certifications available. We also have implemented Lean Six Sigma and 7S (Customer, Safety, Quality, Delivery, Cost, Team, and Green)methodologies to ensure that the quality of our designs, manufacturing, test processes, and supplier relationships are continually improved.We maintain a robust Supplier Code of Conduct, actively manage recycling processes for our returned products, and are certified by the EnvironmentalProtection Agency as a Smartway Transport Partner.We purchase materials, supplies, product components, and products from a large number of qualified suppliers. In some cases, where multiple sources ofsupply are not available, we rely on single-source or a limited number of sources of supply if we believe it is advantageous to do so because of performance,quality, support, delivery, capacity, or price considerations. We believe that any disruption that may occur because of our dependence on single- or limited-source vendors would not disproportionately disadvantage us relative to our competitors. See “Item 1A — Risk Factors — Risk Factors Relating to OurBusiness and Our Industry — Reliance on vendors for products and components, many of which are single-source or limited-source suppliers, could harmDell Technologies’ business by adversely affecting product availability, delivery, reliability, and cost” for information about the risks associated with DellTechnologies’ use of single- or limited-source suppliers.Geographic OperationsOur global corporate headquarters is located in Round Rock, Texas. We have operations and conduct business in many countries located in the Americas,Europe, the Middle East, Asia, and other geographic regions. To increase our global presence, we continue to focus on emerging markets outside of theUnited States, Western Europe, Canada, and Japan. We continue to view these geographical markets, which include the vast majority of the world’spopulation, as a long-term growth opportunity. Accordingly, we pursue the development of technology solutions that meet the needs of these markets. Ourexpansion in emerging markets creates additional complexity in coordinating the design, development, procurement, manufacturing, distribution, andsupport of our product and services offerings. For information about the amount of net revenue we generated from our operations outside of the United Statesduring the last three fiscal years, see Note 19 of the Notes to the Consolidated Financial Statements included in this report.8 Table of ContentsCompetitionWe operate in an industry in which there are rapid technological advances in hardware, software, and services offerings. We face ongoing product and pricecompetition in all areas of our business, including from both branded and generic competitors. We compete based on our ability to offer customerscompetitive, scalable, and integrated solutions that provide the most current and desired product and services features at a competitive price. We closelymonitor market pricing and solutions trends, including the effect of foreign exchange rate movements, in an effort to provide the best value for our customers.We believe that our strong relationships with our customers and channel partners allow us to respond quickly to changing customer needs and othermacroeconomic factors.The markets in which we compete are comprised of large and small companies across all areas of our business. We believe that new businesses will continueto enter these markets and develop technologies that, if commercialized, may compete with our products and services. Moreover, current competitors mayenter into new strategic relationships with new or existing competitors, which may further increase the competitive pressures. See “Item 1A — Risk Factors —Risk Factors Relating to Our Business and Our Industry” for information about our competitive risks.Sales and MarketingWe operate a diversified business model, with the majority of our revenue and operating income derived from commercial clients that consist of largeenterprises, small and medium-sized businesses, and public sector customers. We sell products and services directly to customers and through other saleschannels, such as value-added resellers, system integrators, distributors, and retailers. During Fiscal 2019, our other sales channels contributed over 50% ofour net revenue.Our customers include large global and national corporate businesses, public institutions that include government, educational institutions, healthcareorganizations, and law enforcement agencies, small and medium-sized businesses, and consumers. Our sales efforts are organized around the evolving needsof our customers, and our marketing initiatives reflect this focus. We believe that our unified global sales and marketing team creates a sales organization thatis more customer-focused, collaborative, and innovative. Our go-to-market strategy includes a direct business model, as well as channel distribution. Ourdirect business model emphasizes direct communication with customers, thereby allowing us to refine our products and marketing programs for specificcustomers groups, and we continue to pursue this strategy. In addition to our direct business model, we rely on a network of channel partners to sell ourproducts and services, enabling us to efficiently serve a greater number of customers.We market our products and services to small and medium-sized businesses and consumers through various advertising media. To react quickly to ourcustomers’ needs, we track our Net Promoter Score, a customer loyalty metric that is widely used across various industries. Increasingly, we also engage withcustomers through our social media communities on www.delltechnologies.com and in external social media channels.For large business and institutional customers, we maintain a field sales force throughout the world. Dedicated account teams, which include technical salesspecialists, form long-term relationships to provide our largest customers with a single source of assistance, develop tailored solutions for these customers,position the capabilities of Dell Technologies, and provide us with customer feedback. For these customers, we offer several programs designed to providesingle points of contact and accountability with dedicated account managers, special pricing, and consistent service and support programs. We also maintainspecific sales and marketing programs targeting federal, state, and local governmental agencies, as well as healthcare and educational customers.9 Table of ContentsPatents, Trademarks, and LicensesAs of February 1, 2019, we held a worldwide portfolio of 16,541 patents and had an additional 9,310 patent applications pending. Of those intellectualproperty rights, VMware, Inc. owned 2,928 patents and had an additional 2,879 patent applications pending. We also hold licenses to use numerous third-party patents. To replace expiring patents, we obtain new patents through our ongoing research and development activities. The inventions claimed in ourpatents and patent applications cover aspects of our current and possible future computer system products, manufacturing processes, and relatedtechnologies. Our product, business method, and manufacturing process patents may establish barriers to entry in many product lines. Although we use ourpatented inventions and also license them to others, we are not substantially dependent on any single patent or group of related patents. We have entered intoa variety of intellectual property licensing and cross-licensing agreements and software licensing agreements with other companies. We anticipate that ourworldwide patent portfolio will continue to be of value in negotiating intellectual property rights with others in the industry.We have obtained U.S. federal trademark registration for the Dell word mark and logo mark and the VMware word and logo mark. We have pendingapplications to register Dell EMC word marks. As of February 1, 2019, we owned registrations for approximately 305 of our other trademarks in the UnitedStates and had pending applications for registration of approximately 100 other trademarks. We believe that Dell Technologies, DELL, Dell EMC, VMware,Alienware, RSA Security, Secureworks, Pivotal, and Virtustream word marks and logo marks in the United States are material to our operations. As ofFebruary 1, 2019, we also had applied for, or obtained registration of, the DELL word mark and several other marks in approximately 186 other countries.From time to time, other companies and individuals assert exclusive patent, copyright, trademark, or other intellectual property rights to technologies ormarks that are alleged to be relevant to the technology industry or our business. We evaluate each claim relating to our products and, if appropriate, seek alicense to use the protected technology. The licensing agreements generally do not require the licensor to assist us in duplicating the licensor’s patentedtechnology, nor do the agreements protect us from trade secret, copyright, or other violations by us or our suppliers in developing or selling the licensedproducts.Unless otherwise noted, trademarks appearing in this report are owned by us. We disclaim proprietary interest in the marks and names of others. Net PromoterScore is a trademark of Satmetrix Systems, Inc., Bain & Company, Inc., and Fred Reichheld.Government Regulation and SustainabilityGovernment Regulation — Our business is subject to regulation by various U.S. federal and state governmental agencies and other governmental agencies.Such regulation includes the activities of the U.S. Federal Communications Commission; the anti-trust regulatory activities of the U.S. Federal TradeCommission, the U.S. Department of Justice, and the European Union; the consumer protection laws and financial services regulation of the U.S. FederalTrade Commission and various state governmental agencies; the export regulatory activities of the U.S. Department of Commerce and the U.S. Department ofthe Treasury; the import regulatory activities of the U.S. Customs and Border Protection; the product safety regulatory activities of the U.S. ConsumerProduct Safety Commission and the U.S. Department of Transportation; the health information privacy and security requirements of the U.S. Department ofHealth and Human Services; and the environmental, employment and labor, and other regulatory activities of a variety of governmental authorities in each ofthe countries in which we conduct business. We were not assessed any material environmental fines, nor did we have any material environmental remediationor other environmental costs, during Fiscal 2019.Our Philosophy on Sustainability — One of the core tenets of Dell Technologies is the belief that technology drives human progress. We remain committedto putting our technology and expertise to work where it can do the most good for people and our planet. This commitment is intimately tied to our businessgoals of driving growth, helping mitigate risk, and ensuring business opportunities by building our brand. Based on the idea that we all win when we createshared value, we created goals in 2013 that build on the strengths throughout our value chain to create social, environmental, and economic value by unitingour purpose with our business objectives. These goals spanned the material areas of our business and set out our ambitions for 2020.10 Table of ContentsThe following are key areas of focus from our 2020 plan:Creating Net Positive Outcomes — Creating net positive outcomes means putting back more into society, the environment, and the global economythan we take out. In particular, we focus on helping customers harness the power of technology to deliver better social and environmental outcomes.Product Energy Efficiency — We have set a goal to reduce the energy intensity of our entire product portfolio by 80% by 2020.Technology Take-back, Reuse, and Recycling — We begin thinking about recycling at the design phase, asking our product engineers to work withrecyclers to understand how to make products easy to repair or disassemble for recycling. When our products reach the end of their life cycles, we make iteasy for customers to recycle their obsolete electronic equipment.Circular Economy and Design for the Environment — Recycling, reuse, and closed-loop manufacturing form the bedrock of the circular economy,ensuring that materials already in circulation stay in the economy instead of exiting as waste. Within our own operations, we look at how materials can beused, or reused, in ways that extend their value.Reducing Our Footprint, Caring for Our Planet — We are focused on reducing the impact of our operations on the environment. Our teams examinepractices and processes throughout our facilities to identify other opportunities for greater efficiency. Many of our locations purchase some or all of theirelectricity from renewable sources and many of our manufacturing facilities are approaching zero waste to landfill.Further, Dell Technologies is committed to maintaining the vitality of our oceans with our work concerning ocean-bound plastics, where we areprocessing plastics collected from beaches, waterways, and coastal areas and incorporating them into our packaging. We have made a pledge to the UnitedNations Sustainable Development Goals to increase our annual use of ocean plastics by 10 times by 2025 and to help build further demand by convening aworking group with other manufacturers to create an open-source ocean plastics supply chain. To that end, we are working to bring together a cross-industryconsortium of global companies that also are committed to scaling the use of ocean-bound plastics.Social and Environmental Responsibility in the Supply Chain — We are committed to responsible business practices and hold ourselves and oursuppliers to a high standard of excellence. We work in partnership with our suppliers to reduce risks that could lead to harm of workers, productionsuspensions, factory shut-downs, or environmental damage. All of our suppliers must agree to our global supplier principles and accept the ResponsibleBusiness Alliance (formerly known as the Electronic Industry Citizenship Coalition) Code of Conduct. Additionally, we are committed to a conflict-freemineral supply chain.Youth Learning — Technology skills are critical to continued innovation and can have a profound effect on our businesses, communities, andsustainability. We have a strong commitment to Science, Technology, Engineering, and Math and other youth learning activities, providing funding,volunteer time, and technology to underserved populations.Partnering with TGen — Together with the Translational Genomics Research Institute (“TGen”), we are changing the paradigm in the treatment ofchildhood cancers. We developed the Genomic Data Analysis Platform — a complete high-performance computing infrastructure solution uniquely designedto meet the needs of genomic data collection and analysis. Over the past six years, we have increased computational capacity over three times, and increasedstorage speeds and capacity to over four times that of the original systems, thereby reducing the time it takes to sequence a genome from multiple weeks tojust six hours.Our Fiscal 2018 Corporate Social Responsibility Report is available at www.dell.com/crreport, and our Fiscal 2019 report is expected to be available in June2019. The VMware Fiscal 2018 Global Impact Report is available at www.vmware.com/company/sustainability, and the Fiscal 2019 report is expected to beavailable in September 2019.11 Table of ContentsProduct BacklogProduct backlog represents the value of unfulfilled manufacturing orders. Our business model generally gives us the ability to optimize product backlog atany point in time, for example, expediting shipping or prioritizing customer orders toward products that have shorter lead times. Because product backlog atany point in time may not result in the generation of any predictable amount of net revenue in any subsequent period, we do not believe product backlog tobe a meaningful indicator of future net revenue. Product backlog is included as a component of remaining performance obligation to the extent we determinethat the manufacturing orders are non-cancelable.EmployeesAs of February 1, 2019, we had approximately 157,000 total full-time employees, approximately 24,000 of whom were employees of VMware, Inc. Incomparison, as of February 2, 2018, we had approximately 145,000 total full-time employees, approximately 22,000 of whom were employees of VMware,Inc. As of February 1, 2019, approximately 37% of our full-time employees were located in the United States and approximately 63% were located in othercountries.Corporate Information We are a holding company that conducts our operations through subsidiaries.We were incorporated in the state of Delaware on January 31, 2013 under the name Denali Holding Inc. in connection with Dell’s going-private transaction,which was completed in October 2013. We changed our name to Dell Technologies Inc. on August 25, 2016. The mailing address of our principal executiveoffices is One Dell Way, Round Rock, Texas 78682. Our telephone number is 1-800-289-3355.Our website address is www.delltechnologies.com. We make available free of charge through our website our annual reports on Form 10-K, quarterly reportson Form 10-Q, and current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file suchmaterial with, or furnish it to, the Securities and Exchange Commission (“SEC”). The contents of our website are not a part of this annual report on Form 10-K.Class V TransactionOn December 28, 2018, we completed a transaction, referred to as the “Class V transaction,” pursuant to an Agreement and Plan of Merger (the “MergerAgreement”), dated as of July 1, 2018 and amended as of November 14, 2018, between Dell Technologies and Teton Merger Sub Inc. (“Merger Sub”), aDelaware corporation and wholly-owned subsidiary of Dell Technologies. Pursuant to the Merger Agreement, Merger Sub was merged with and into DellTechnologies (the “Merger”), with Dell Technologies continuing as the surviving corporation.Dell Technologies completed the Class V transaction following approval of the transaction by its stockholders at a special meeting held on December 11,2018. Dell Technologies paid $14 billion in cash and issued 149,387,617 shares of its Class C Common Stock in connection with the Class V transaction.The Class C Common Stock began trading on the New York Stock Exchange (the “NYSE”) on a when-issued basis as of the opening of trading on December26, 2018 and on a regular-way basis as of the opening of trading on December 28, 2018. The Class V Common Stock ceased trading on the NYSE prior to theopening of trading on December 28, 2018.The Class V Common Stock was a type of common stock intended to track the economic performance of a portion of Dell Technologies interest in the ClassV Group, which consisted solely of VMware, Inc. common stock held by the Company. As a result of the Class V transaction, pursuant to which alloutstanding shares of Class V Common Stock ceased to be outstanding, the tracking stock feature of Dell Technologies’ capital structure was terminated. TheClass C Common Stock issued to former holders of the Class V Common Stock represents an interest in the Company’s entire business and, unlike the ClassV Common Stock, is not intended to track the performance of any distinct assets or business. Our amended and restated certificate of incorporation that wentinto effect as of the effective time of the Merger (the “Effective Time”) prohibits Dell Technologies from issuing shares of Class V Common Stock.12 Table of ContentsAt the Effective Time, each outstanding share of Class V Common Stock was exchanged for either (1) $120.00 in cash, without interest, subject to a cap of$14 billion on the aggregate cash consideration, or (2) 1.8066 shares of Class C Common Stock. The exchange ratio was calculated based on the aggregateamount of cash elections described below, as well as the aggregate volume-weighted average price per share of Class V Common Stock on the NYSE (asreported on Bloomberg) of $104.8700 for the period of 17 consecutive trading days that began on November 28, 2018 and ended on December 21, 2018.Of the 199,356,591 shares of Class V Common Stock outstanding as of the record date for the Class V transaction:•cash elections were made with respect to 181,897,352 shares, or 91.2% of the total outstanding shares of Class V Common Stock; and•share elections (including deemed share elections with respect to shares for which no elections were made) were made with respect to 17,459,239shares, or 8.8% of the total outstanding shares of Class V Common Stock.Class V stockholders elected in the aggregate to receive approximately $21.8 billion in cash, which exceeded the $14 billion cap on the aggregate cashconsideration. As a result, the cash consideration was subject to a proration factor of approximately 0.6414, which was calculated by dividing the $14 billioncap on the aggregate cash consideration by approximately $21.8 billion of total cash elections. Each Class V stockholder that elected to receive cash for itsshares of Class V Common Stock became entitled to receive cash consideration for such number of shares, prorated by the proration factor, and to receiveshares of Class C Common Stock for its remaining Class V Common Stock, together with cash in lieu of any fractional shares of Class C Common Stock.At the Effective Time and unless otherwise agreed by Dell Technologies and a holder of a Class V Common Stock-based equity award granted by us (a “ClassV Award”), each Class V Award was converted into a new equity award on the same terms and conditions (including applicable vesting requirements anddeferral provisions) with respect to the number of shares of Class C Common Stock that was equal to the number of shares of Class V Common Stock thatwere subject to the Class V Award multiplied by 1.8066 (rounded down to the nearest whole share). The exercise price for any Class V Award options soconverted was equal the exercise price of such Class V Award options immediately prior to the Effective Time divided by 1.8066 (rounded up to the nearestwhole penny).Immediately following the completion of the Class V transaction, Dell Technologies had approximately 171,909,324 outstanding shares of Class C CommonStock (or approximately 206,478,102 shares on a fully diluted basis, before applying the treasury stock method) and approximately 718,434,605 shares ofcommon stock in total (or approximately 763,912,474 shares on a fully diluted basis, before applying the treasury stock method).The aggregate cash consideration and the fees and expenses incurred in connection with the Class V transaction were funded with proceeds of $3.67 billionfrom new term loans under our senior secured credit facilities, proceeds of a margin loan financing in an aggregate principal amount of $1.35 billion,proceeds of Dell Technologies’ pro-rata portion, in the amount of $8.87 billion, of a special $11 billion cash dividend paid by VMware, Inc. in connectionwith the Class V transaction, and cash on hand at Dell Technologies and its subsidiaries. See Note 6 of the Notes to the Consolidated Financial Statementsincluded in this report for information about the debt incurred by Dell Technologies to finance the Class V transaction.The Merger Agreement and Dell Technologies’ amended and restated certificate of incorporation and bylaws provide for certain corporate governancechanges that will be implemented following the closing of the Merger. Among such changes, Dell Technologies has agreed that, no later than June 30, 2019,(1) Dell Technologies’ board of directors will appoint a fourth director who meets the independence requirements of the NYSE (an “independent director”) tothe board of directors after consultation with holders of Class C Common Stock and (2) Dell Technologies will establish a Nominating and CorporateGovernance Committee of the board of directors. The Nominating and Corporate Governance Committee is expected to be initially composed of MichaelDell, as chair, and Egon Durban, who currently serve as directors, and one independent director. In accordance with the Merger Agreement, the amended andrestated certificate of incorporation provides for the ability of holders of Class C Common Stock, voting separately as a series, to elect one director beginningwith the second annual meeting of stockholders of Dell Technologies following the closing of the Merger and annually thereafter.13 Table of ContentsExecutive Officers of Dell TechnologiesThe following table sets forth, as of February 14, 2019, information about our executive officers, who are appointed by our board of directors.Name Age PositionMichael S. Dell 54 Chief Executive OfficerJeffery W. Clarke 56 Vice Chairman, Products and OperationsAllison Dew 49 Chief Marketing OfficerHoward D. Elias 61 President, Services and DigitalMarius Haas 51 President and Chief Commercial OfficerSteven H. Price 57 Chief Human Resources OfficerKaren H. Quintos 55 Chief Customer OfficerRory Read 57 Chief Operating Executive, Dell and President, VirtustreamRichard J. Rothberg 55 General CounselWilliam F. Scannell 56 President, Global Enterprise Sales and Customer Operations, Dell EMCThomas W. Sweet 59 Chief Financial OfficerMichael S. Dell — Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies. Mr. Dell served as Chief ExecutiveOfficer of Dell Inc., a wholly owned subsidiary of Dell Technologies, from 1984 until July 2004 and resumed that role in January 2007. In 1998, Mr. Dellformed MSD Capital, L.P. for the purpose of managing his and his family’s investments, and, in 1999, he and his wife established the Michael & Susan DellFoundation to provide philanthropic support to a variety of global causes. He is an honorary member of the Foundation Board of the World Economic Forumand is an executive committee member of the International Business Council. He serves as a member of the Technology CEO Council and is a member of theU.S. Business Council and the Business Roundtable. Mr. Dell is also Chairman of the Board of VMware, Inc., Non-Executive Chairman of SecureWorks, anda director of Pivotal. He also serves on the governing board of the Indian School of Business in Hyderabad, India, and is a board member of Catalyst, Inc., anon-profit organization that promotes inclusive workplaces for women. In June 2014, Mr. Dell was named the United Nations foundation’s first GlobalAdvocate for Entrepreneurship.Jeffrey W. Clarke — Mr. Clarke serves as Vice Chairman, Products and Operations of Dell Technologies, responsible for Dell Technologies’ globalsupply chain, and leads its product organizations: Infrastructure Solutions Group and Client Solutions Group. Mr. Clarke has served as Vice Chairman,Products and Operations since September 2017, before which he served as Vice Chairman and President, Operations and Client Solutions with DellTechnologies and, previously, Dell, since January 2009. In these roles, Mr. Clarke has been responsible for global manufacturing, procurement, and supplychain activities worldwide, as well as the engineering, design, and development of servers, storage and networking products, as well as engineering, design,development and sales of computer desktops, notebooks, workstations, cloud client computing and end-user computing software solutions. FromJanuary 2003 until January 2009, Mr. Clarke served as Senior Vice President, Business Product Group. From November 2001 to January 2003, Mr. Clarkeserved as Vice President and General Manager, Relationship Product Group. In 1995, Mr. Clarke became the director of desktop development. Mr. Clarkejoined Dell in 1987 as a quality engineer and has served in a variety of other engineering and management roles.Allison Dew — Ms. Dew serves as the Chief Marketing Officer of Dell Technologies. In this role, in which she has served since March 2018, Ms. Dew isdirectly responsible for Dell Technologies’ global marketing organization and strategy and all aspects of our marketing efforts including brand and creative,product marketing, communications, digital, and field and channel marketing. Since joining Dell Technologies in 2008, Ms. Dew has been instrumental inDell Technologies’ marketing transformation, leading an emphasis on data-driven marketing, customer understanding, and integrated planning. Mostrecently, prior to her current position, Ms. Dew led marketing for our Client Solutions Group from December 2013 to March 2018. Before joining DellTechnologies, Ms. Dew served in various marketing leadership roles at Microsoft Corporation, a global technology company. Ms. Dew also worked in aregional advertising agency in Tokyo, Japan and with an independent multi-cultural advertising agency in New York City.14 Table of ContentsHoward D. Elias — Mr. Elias serves as President, Services and Digital of Dell Technologies, supporting customers across the Client Solutions andInfrastructure Solutions Groups. Mr. Elias oversees technology and deployment services, consulting services, global support services, education services,global Centers of Excellence, the Dell Digital organization and Virtustream. Mr. Elias previously served as President and Chief Operating Officer, EMCGlobal Enterprise Services from January 2013 until EMC’s acquisition by Dell Technologies, and was President and Chief Operating Officer, EMCInformation Infrastructure and Cloud Services from September 2009 to January 2013. In these roles, Mr. Elias was responsible for setting the strategy, drivingthe execution, and creating the best practices for services that enabled the digital transformation and data center modernization of EMC’s customers. Mr.Elias also had responsibility at EMC for leading the integration of the Dell and EMC businesses, including overseeing the cross-functional teams that droveall facets of integration planning. Previously, Mr. Elias was EMC’s Executive Vice President, Global Marketing and Corporate Development, responsible forall marketing, sales enablement, technology alliances, corporate development, and new ventures. Mr. Elias was also a co-founder and served on the board ofmanagers for the Virtual Computing Environment Company, now part of Dell Technologies’ converged platform division. Before joining EMC, Mr. Eliasserved in various capacities at Hewlett-Packard Company, a provider of information technology products, services, and solutions for enterprise customers,most recently as Senior Vice President of Business Management and Operations for the Enterprise Systems Group. Mr. Elias is a director of TEGNA Inc., amedia and digital business company.Marius Haas — Mr. Haas serves as President and Chief Commercial Officer of Dell Technologies, responsible for the global go-to-market organization,delivering innovative and practical solutions to commercial customers. In this role, Mr. Haas also has responsibility for Dell Technologies channel partners,as well as for public and federal customers worldwide. Mr. Haas previously served as Dell’s Chief Commercial Officer and President, Enterprise Solutionsfrom 2012 to September 2016, where he was responsible for strategy, development, and deployment of all data center and cloud solutions globally. Mr. Haascame to Dell in 2012 from Kohlberg Kravis Roberts & Co. L.P., a global investment firm, where he was responsible for identifying and pursuing newinvestments, while supporting existing portfolio companies with operational expertise. Before his service in that role, Mr. Haas served at Hewlett-PackardCompany’s Networking Division as Senior Vice President and Worldwide General Manager from 2008 to 2011 and as Chief of Staff to the CEO and SeniorVice President of Strategy and Corporate Development from 2003 to 2008. He has previously served as a member of McKinsey & Company CSO Council, theErnst & Young Corporate Development Leadership Network, the board of directors for Airtight Networks, and the board of directors of the Association ofStrategic Alliance Professionals. Mr. Haas currently serves on the board of directors of the US-China Business Council.Steven H. Price — Mr. Price serves as Dell Technologies’ Chief Human Resources Officer, leading both human resources and global facilities functions.In this role, Mr. Price is responsible for overall human resources strategy in support of the purpose, values, and business initiatives of Dell Technologies. He isalso responsible for addressing the culture, leadership, talent, and performance challenges of the Company. Mr. Price previously served as Dell’s Senior VicePresident, Human Resources from June 2010 to September 2016. Mr. Price joined Dell in February 1997 and has served in many key leadership rolesthroughout the HR organization, including Vice President of HR Operations, Global Talent Management, Vice President of HR for the global Consumerbusiness, Vice President of HR Americas, and Vice President of HR EMEA. Before joining Dell in 1997, Mr. Price spent 13 years with SC Johnson Wax, aproducer of consumer products based in Racine, Wisconsin. Having started his career there in sales, he later moved into human resources, where he held avariety of senior positions. Mr. Price also is the executive sponsor for the Slack Employee Resource Group at Dell Technologies.15 Table of ContentsKaren H. Quintos — Ms. Quintos serves as Chief Customer Officer of Dell Technologies, where she leads a global organization solely devoted tocustomer advocacy, and is responsible for setting and executing a total customer experience strategy. Ms. Quintos also leads the Diversity and Inclusion andCorporate Responsibility business imperatives, which encompass social responsibility, entrepreneurship, and diversity. Ms. Quintos previously served asSenior Vice President and Chief Marketing Officer (“CMO”) for Dell from September 2010 to September 2016, where she led marketing for the Company’sglobal commercial business, brand strategy, global communications, social media, corporate responsibility, customer insights, marketing talent development,and agency management. Before becoming CMO, Ms. Quintos served as Vice President of Dell’s global public business, from January 2008 to September2010, and she also held various executive roles in marketing and in Dell’s Services and Supply Chain Management teams since joining Dell in 2000. Ms.Quintos came to Dell from Citigroup, Inc., an investment banking and financial services company, where she served as Vice President of Global Operationsand Technology. She also spent 12 years with Merck & Co., a manufacturer and distributor of pharmaceuticals, where she held a variety of marketing,operations, and supply chain leadership positions. She has served on multiple boards of directors and currently serves on the boards of Lennox International,the Susan G. Komen for the Cure, and Penn State’s Smeal Business School. Ms. Quintos also is founder and executive sponsor of Dell’s Wise employeeresource group.Rory Read — Mr. Read serves as Chief Operating Executive, Dell and as President of Virtustream. As Chief Operating Officer of Dell, in which positionhe has served since October 2015, Mr. Read applies his executive leadership strength and operational expertise to critical areas of our business, driving keytransformational objectives. As President of Virtustream, in which role he has served since May 2018, Mr. Read is responsible for overseeing the strategicdirection of the Company driving business execution excellence and extending Virtustream’s market leadership position as the cloud service and softwarepartner of choice. Mr. Read was Chief Integration Officer from October 2015 until April 2018 and led the historic transaction to combine Dell Inc. and EMC.From March 2015 to October 2015, Mr. Read served as Chief Operating Officer and President of Worldwide Commercial Sales for Dell, where he wasresponsible for cross-business unit and country-level operational planning, building and leading the Company’s best-in-class sales engine, and overseeingthe strategy for the Company’s global channel team, system integrator partners, and direct sales force. Prior to joining Dell in March 2015, Mr. Read served asPresident and Chief Executive Officer at Advanced Micro Devices, Inc., a technology company, from August 2011 to October 2014, where he also served as amember of the board of directors. Before that service, he spent over five years as President and Chief Operating Officer at Lenovo Group Ltd., a computertechnology company, where he was responsible for driving growth, execution, profitability, and performance across an enterprise encompassing more than160 countries. Mr. Read also spent 23 years at International Business Machines Corporation, a technology and consulting company, serving in variousleadership roles in the Asia-Pacific region and globally.Richard J. Rothberg — Mr. Rothberg serves as General Counsel and Secretary for Dell Technologies. In this role, in which he has served sinceNovember 2013, Mr. Rothberg oversees the global legal department and manages government affairs, compliance, and ethics. He is also responsible forglobal security. Mr. Rothberg joined Dell in 1999 and has served in critical leadership roles throughout the legal department. He served as Vice President ofLegal, supporting Dell’s businesses in the Europe, Middle East, and Africa region before moving to Singapore in 2008 as Vice President of Legal for the Asia-Pacific and Japan region. Mr. Rothberg returned to the United States in 2010 to serve as Vice President of Legal for the North America and Latin Americaregions. In this role, he was lead counsel for sales and operations in the Americas and for the enterprise solutions, software, and end-user computing businessunits. He also led the government affairs organization worldwide. Before joining Dell, Mr. Rothberg spent nearly eight years in senior legal roles atCaterpillar Inc., an equipment manufacturing company, in senior legal roles in Nashville, Tennessee and Geneva, Switzerland. Mr. Rothberg was also anattorney for IBM Credit Corporation and at Rogers & Wells, a law firm.16 Table of ContentsWilliam F. Scannell — Mr. Scannell serves as President, Global Enterprise Sales and Customer Operations, Dell EMC, leading the global go-to-marketorganization serving enterprise customers. In this role, in which he has served since September 2017, Mr. Scannell leads the Dell EMC sales teams to delivertechnology solutions to large enterprises and public institutions worldwide. He is responsible for driving global growth and continued market leadership bydelivering and supporting enterprise products, services, and solutions to organizations in established and new markets around the world. Previously, Mr.Scannell served as President, Global Sales and Customer Operations at EMC Corporation. In this role, to which he was appointed in July 2012, Mr. Scannellfocused on driving coordination and teamwork among EMC’s business unit sales forces, as well as building and maintaining relationships with EMC’slargest global accounts, global alliance partners, and global channel partners. Mr. Scannell began his career as an EMC sales representative in 1986,becoming country manager of Canada in 1988. Shortly thereafter, his responsibilities expanded to include the United States and Latin America. In 1999, Mr.Scannell moved to London to oversee EMC’s business across all of Europe, Middle East and Africa. He then managed worldwide sales in 2001 and 2002before being appointed Executive Vice President in 2007.Thomas W. Sweet — Mr. Sweet serves as Chief Financial Officer of Dell Technologies. In this role, in which he has served since January 2014, he isresponsible for all aspects of the Company’s finance function, including accounting, financial planning and analysis, tax, treasury, investor relations, andcorporate strategy. From May 2007 to January 2014, Mr. Sweet served in a variety of finance leadership roles for Dell, including as Vice President ofCorporate Finance, Controller, and Chief Accounting Officer with responsibility for global accounting, tax, treasury, and investor relations, as well as forglobal finance services. Mr. Sweet was responsible for external financial reporting for more than five years when Dell Inc. was a publicly-traded company.Before his service in those roles, Mr. Sweet served in a variety of finance leadership positions, including as Vice President responsible for overall financeactivities within the corporate business, education, government, and healthcare business units of Dell. Mr. Sweet also has served as Vice President of internalaudit and in a number of sales leadership roles in education and corporate business units since joining Dell in 1997.17 Table of ContentsITEM 1A — RISK FACTORSOur business, operating results, financial condition, and prospects are subject to a variety of significant risks, many of which are beyond our control. Thefollowing is a description of some of the important risk factors that may cause our actual results in future periods to differ substantially from those DellTechnologies currently expect or seek. The risks described below are not the only risks facing us. There are additional risks and uncertainties not currentlyknown to us or that Dell Technologies currently deem to be immaterial that also may materially adversely affect our business, operating results, financialcondition, or prospects.Risks Relating to Our Business and Our IndustryCompetitive pressures may adversely affect Dell Technologies’ industry unit share position, revenue, and profitability.Dell Technologies operates in an industry in which there are rapid technological advances in hardware, software, and services offerings. As a result, DellTechnologies faces aggressive product and price competition from both branded and generic competitors. Dell Technologies competes based on its ability tooffer to its customers competitive integrated solutions that provide the most current and desired product and services features. There is a risk that DellTechnologies’ competitors may provide products that are less costly, perform better or include additional features that are not available with DellTechnologies’ products. There also is a risk that Dell Technologies’ product portfolios may quickly become outdated or that Dell Technologies’ market sharemay quickly erode. Further, efforts to balance the mix of products and services in order to optimize profitability, liquidity, and growth may put pressure onDell Technologies’ industry position.As the technology industry continues to expand globally, there may be new and increased competition in different geographic regions. The generally lowbarriers to entry in the technology industry increase the potential for challenges from new industry competitors. There also may be increased competitionfrom new types of products as the options for mobile and cloud computing solutions increase. In addition, companies with which Dell Technologies hasstrategic alliances may become competitors in other product areas or current competitors may enter into new strategic relationships with new or existingcompetitors, all of which may further increase the competitive pressures on Dell Technologies.Reliance on vendors for products and components, many of which are single-source or limited-source suppliers, could harm Dell Technologies’ businessby adversely affecting product availability, delivery, reliability, and cost.Dell Technologies maintains several single-source or limited-source supplier relationships, including relationships with third-party software providers, eitherbecause multiple sources are not readily available or because the relationships are advantageous due to performance, quality, support, delivery, capacity, orprice considerations. A delay in the supply of a critical single- or limited-source product or component may prevent the timely shipment of the relatedproduct in desired quantities or configurations. In addition, Dell Technologies may not be able to replace the functionality provided by third-party softwarecurrently offered with its products if that software becomes obsolete, defective, or incompatible with future product versions or is not adequately maintainedor updated. Even where multiple sources of supply are available, qualification of the alternative suppliers and establishment of reliable supplies could resultin delays and a possible loss of sales, which could harm Dell Technologies’ operating results.Dell Technologies obtains many of its products and all of its components from third-party vendors, many of which are located outside of the United States. Inaddition, significant portions of Dell Technologies’ products are assembled by contract manufacturers, primarily in various locations in Asia. A significantconcentration of such outsourced manufacturing currently is performed by only a few of Dell Technologies’ contract manufacturers, often in single locations.Dell Technologies sells components to these contract manufacturers and generates large non-trade accounts receivables, an arrangement that would present arisk of uncollectibility if the financial condition of a contract manufacturer should deteriorate.Although these relationships generate cost efficiencies, they limit Dell Technologies’ direct control over production. The increasing reliance on vendorssubjects Dell Technologies to a greater risk of shortages and reduced control over delivery schedules of components and products, as well as a greater risk ofincreases in product and component costs. Because Dell Technologies maintains minimal levels of component and product inventories, a disruption incomponent or product availability could harm Dell Technologies’ ability to satisfy customer needs. In addition, defective parts and products from thesevendors could reduce product reliability and harm Dell Technologies’ reputation.18 Table of ContentsIf Dell Technologies fails to achieve favorable pricing from vendors, its profitability could be adversely affected.Dell Technologies’ profitability is affected by its ability to achieve favorable pricing from vendors and contract manufacturers, including throughnegotiations for vendor rebates, marketing funds, and other vendor funding received in the normal course of business. Because these supplier negotiations arecontinuous and reflect the evolving competitive environment, the variability in timing and amount of incremental vendor discounts and rebates can affectDell Technologies’ profitability. The vendor programs may change periodically, potentially resulting in adverse profitability trends if Dell Technologiescannot adjust pricing or variable costs. An inability to establish a cost and product advantage, or determine alternative means to deliver value to customers,may adversely affect Dell Technologies’ revenue and profitability.Adverse global economic conditions and instability in financial markets may harm Dell Technologies’ business and result in reduced net revenue andprofitability.As a global company with customers operating in a broad range of businesses and industries, Dell Technologies’ performance is affected by global economicconditions. Adverse economic conditions may negatively affect customer demand for Dell Technologies’ products and services. Such economic conditionscould result in postponed or decreased spending amid customer concerns over unemployment, reduced asset values, volatile energy costs, geopolitical issues,the availability and cost of credit, and the stability and solvency of financial institutions, financial markets, businesses, local and state governments, andsovereign nations. Weak or unstable global economic conditions, including due to international trade protection measures, also could harm DellTechnologies’ business by contributing to product shortages or delays, insolvency of key suppliers, customer and counterparty insolvencies, increasedproduct costs and associated price increases, reduced global sales and increased challenges in managing Dell Technologies’ operations. Any such effectscould have a negative impact on Dell Technologies’ net revenue and profitability.Dell Technologies’ results of operations may be adversely affected if it fails to successfully execute its growth strategy.Dell Technologies’ growth strategy involves reaching more customers through direct sales, new distribution channels, expanding relationships with resellers,and augmenting select business areas through targeted acquisitions and other commercial arrangements. As more customers are reached through newdistribution channels and expanded reseller relationships, Dell Technologies may fail to manage effectively the increasingly difficult tasks of inventorymanagement and demand forecasting. The ability to implement this growth strategy depends on a successful transitioning of sales capabilities, the successfuladdition to the breadth of Dell Technologies’ solutions capabilities through selective acquisitions of other businesses, and the effective management of theconsequences of these strategic initiatives. If Dell Technologies is unable to meet these challenges, its results of operations could be adversely affected.Dell Technologies faces risks and challenges in connection with its goal of becoming the leading and essential infrastructure solutions provider and itsbusiness strategy.Dell Technologies expects it will take more time and investment to become the leading and essential infrastructure solutions provider, and the investments itmust make are likely to result in lower gross margins and raise its operating expenses and capital expenditures.For Fiscal 2019, Dell Technologies’ Client Solutions business generated approximately 48% of Dell Technologies’ net revenue, and largely relied on PCsales. Revenue from Client Solutions absorbs Dell Technologies’ significant overhead costs and allows for scaled procurement. As a result, Client Solutionsremains an important component in Dell Technologies’ ongoing growth strategy. Although Dell Technologies continues to rely on Client Solutions as acritical element of its business, Dell Technologies also anticipates an increasingly challenging demand environment in Client Solutions and intensifyingmarket competition. Current challenges in Client Solutions stem from fundamental changes in the PC market, including a decline in worldwide revenues fordesktop and laptop PCs, and lower shipment forecasts for PC products due to a general lengthening of the replacement cycle for PC products and increasinginterest in alternative mobile solutions. PC shipments worldwide declined during calendar year 2017, and further deterioration in the PC market may occur.Other challenges include declining margins as demand for PC products shifts from higher-margin premium products to lower-cost and lower-margin products,particularly in emerging markets, and significant and increasing competition from efficient and low-cost manufacturers and from manufacturers of innovativeand higher-margin PC products.19 Table of ContentsThe challenges Dell Technologies faces include low operating margins for the Infrastructure Solutions Group and, although Client Solutions drives pull-through revenue and cross-selling of ISG solutions, the potential for further margin erosion remains due to intense competition, including emergingcompetitive pressure from cloud services. Improving the integration of Dell Technologies’ product and service offerings as well as its ability to cross-sellremain a work in progress, as Dell Technologies is in the early stages of integrating its products into solutions and thus far has limited overlap in the base oflarge customers for the Client Solutions business and the ISG business. In addition, returns from Dell Technologies’ prior acquisitions have been mixed andwill require additional investments to reposition the business for growth. As a result of the foregoing challenges, Dell Technologies’ business, financialcondition, and results of operations may be adversely affected.Dell Technologies may not successfully implement its acquisition strategy, which could result in unforeseen operating difficulties and increased costs.Dell Technologies makes strategic acquisitions of other companies as part of its growth strategy. Dell Technologies could experience unforeseen operatingdifficulties in assimilating or integrating the businesses, technologies, services, products, personnel, or operations of acquired companies, especially if DellTechnologies is unable to retain the key personnel of an acquired company. Further, future acquisitions may result in a delay or reduction of sales for bothDell Technologies and the acquired company because of customer uncertainty about the continuity and effectiveness of solutions offered by either companyand may disrupt Dell Technologies’ existing business by diverting resources and significant management attention that otherwise would be focused ondevelopment of the existing business. Acquisitions also may negatively affect Dell Technologies’ relationships with strategic partners if the acquisitions areseen as bringing Dell Technologies into competition with such partners.To complete an acquisition, Dell Technologies may be required to use substantial amounts of cash, engage in equity or debt financings, or enter into creditagreements to secure additional funds. Such debt financings could involve restrictive covenants that might limit Dell Technologies’ capital-raising activitiesand operating flexibility. Further, an acquisition may negatively affect Dell Technologies’ results of operations because it may expose Dell Technologies tounexpected liabilities, require the incurrence of charges and substantial indebtedness or other liabilities, have adverse tax consequences, result in acquiredin-process research and development expenses, or in the future require the amortization, write-down or impairment of amounts related to deferredcompensation, goodwill and other intangible assets, or fail to generate a financial return sufficient to offset acquisition costs.In addition, Dell Technologies periodically divests businesses, including businesses that are no longer a part of its strategic plan. These divestitures similarlyrequire significant investment of time and resources, may disrupt Dell Technologies’ business and distract management from other responsibilities, and mayresult in losses on disposition or continued financial involvement in the divested business, including through indemnification or other financialarrangements, for a period following the transaction, which could adversely affect Dell Technologies’ financial results.If its cost efficiency measures are not successful, Dell Technologies may become less competitive.Dell Technologies continues to focus on minimizing operating expenses through cost improvements and simplification of its corporate structure. Certainfactors may prevent the achievement of these goals, which may negatively affect Dell Technologies’ competitive position. For example, Dell Technologiesmay experience delays or unanticipated costs in implementing its cost efficiency plans, which could prevent the timely or full achievement of expected costefficiencies.Dell Technologies’ inability to manage solutions and product and services transitions in an effective manner could reduce the demand for DellTechnologies’ solutions, products, and services, and the profitability of Dell Technologies’ operations.Continuing improvements in technology result in the frequent introduction of new solutions, products, and services, improvements in product performancecharacteristics, and short product life cycles. If Dell Technologies fails to manage in an effective manner transitions to new solutions and offerings, theproducts and services associated with such offerings and customer demand for Dell Technologies’ solutions, products and services could diminish, and DellTechnologies’ profitability could suffer.20 Table of ContentsDell Technologies is increasingly sourcing new products and transitioning existing products through its contract manufacturers and manufacturingoutsourcing relationships in order to generate cost efficiencies and better serve its customers. The success of product transitions depends on a number offactors, including the availability of sufficient quantities of components at attractive costs. Product transitions also present execution challenges and risks,including the risk that new or upgraded products may have quality issues or other defects.Failure to deliver high-quality hardware, software, and services could lead to loss of customers and diminished profitability.Dell Technologies must identify and address quality issues associated with its hardware, software, and services, many of which include third-partycomponents. Although quality testing is performed regularly to detect quality problems and implement required solutions, failure to identify and correctsignificant product quality issues before the sale of such products to customers could result in lower sales, increased warranty or replacement expenses andreduced customer confidence, which could harm Dell Technologies’ operating results.Dell Technologies’ ability to generate substantial non-U.S. net revenue is subject to additional risks and uncertainties.Sales outside the United States accounted for approximately half of Dell Technologies’ consolidated net revenue for Fiscal 2019. Dell Technologies’ futuregrowth rates and success are substantially dependent on the continued growth of Dell Technologies’ business outside of the United States. DellTechnologies’ international operations face many risks and uncertainties, including varied local economic and labor conditions; political instability;changes in the U.S. and international regulatory environments; the impacts of trade protection measures, including increases in tariffs and trade barriers dueto the current geopolitical climate and changes and instability in government policies and international trade arrangements, which could adversely affectDell Technologies’ ability to conduct business in non-U.S. markets; tax laws (including U.S. taxes on foreign operations); copyright levies; and foreigncurrency exchange rates. Dell Technologies’ international operations could suffer as a result of the process initiated by the United Kingdom to negotiate itsexit from the European Union, commonly referred to as Brexit. Depending on the terms of Brexit, Dell Technologies could incur additional operating costs,sustain supply chain disruption, and face new regulatory impediments as the laws and regulations in the United Kingdom diverge from those in the EuropeanUnion. Any of these factors could negatively affect Dell Technologies’ international business results and prospects for growth.Dell Technologies’ profitability may be adversely affected by product, customer, and geographic sales mix, and seasonal sales trends.Dell Technologies’ overall profitability for any period may be adversely affected by changes in the mix of products, customers, and geographic marketsreflected in sales for that period, and by seasonal trends. Profit margins vary among products, services, customers, and geographic markets. For instance,services offerings generally have a higher profit margin than consumer products. In addition, parts of Dell Technologies’ business are subject to seasonalsales trends. Among the trends with the most significant impact on Dell Technologies’ operating results, sales to government customers (particularly the U.S.federal government) are typically stronger in Dell Technologies’ third fiscal quarter, sales in Europe, the Middle East and Africa are often weaker in DellTechnologies’ third fiscal quarter, and sales to consumers are typically strongest during Dell Technologies’ fourth fiscal quarter.Dell Technologies may lose revenue opportunities and experience gross margin pressure if sales channel participants fail to perform as expected.Dell Technologies relies on third-party value-added resellers, system integrators, distributors, retailers, and other sales channels to complement its direct salesorganization in order to reach more end-users globally. Future operating results depend on the performance of sales channel participants and on DellTechnologies’ success in maintaining and developing these relationships. Revenue and gross margins could be negatively affected if the financial conditionor operations of channel participants weaken as a result of adverse economic conditions or other business challenges, or if uncertainty regarding the demandfor Dell Technologies’ products causes channel participants to reduce their orders for these products. Further, some channel participants may consider theexpansion of Dell Technologies’ direct sales initiatives to conflict with their business interests as distributors or resellers of Dell Technologies’ products,which could lead them to reduce their investment in the distribution and sale of such products, or to cease all sales of Dell Technologies’ products.21 Table of ContentsDell Technologies’ financial performance could suffer from reduced access to the capital markets by Dell Technologies or some of its customers.Dell Technologies may access debt and capital sources to provide financing for customers and to obtain funds for general corporate purposes, includingworking capital, acquisitions, capital expenditures, and funding of customer receivables. In addition, Dell Technologies maintains customer financingrelationships with some companies that rely on access to the debt and capital markets to meet significant funding needs. Any inability of these companies toaccess such markets could compel Dell Technologies to self-fund transactions with such companies or to forgo customer financing opportunities, whichcould harm Dell Technologies’ financial performance. The debt and capital markets may experience extreme volatility and disruption from time to time inthe future, which could result in higher credit spreads in such markets and higher funding costs for Dell Technologies. Deterioration in Dell Technologies’business performance, a credit rating downgrade, volatility in the securitization markets, changes in financial services regulation, or adverse changes in theeconomy could lead to reductions in the availability of debt financing. In addition, these events could limit Dell Technologies’ ability to continue assetsecuritizations or other forms of financing from debt or capital sources, reduce the amount of financing receivables that Dell Technologies originates, ornegatively affect the costs or terms on which Dell Technologies may be able to obtain capital. Any of these developments could adversely affect DellTechnologies’ net revenue, profitability, and cash flows.Weak economic conditions and additional regulation could harm Dell Technologies’ financial services activities.Dell Technologies’ financial services activities are negatively affected by adverse economic conditions that contribute to loan delinquencies and defaults.An increase in loan delinquencies and defaults would result in greater net credit losses, which may require Dell Technologies to increase its reserves forcustomer receivables.In addition, the implementation of new financial services regulation, or the application of existing financial services regulation in countries where DellTechnologies expands its financial services and related supporting activities, could unfavorably affect the profitability and cash flows of Dell Technologies’consumer financing activities.Dell Technologies is subject to counterparty default risks.Dell Technologies has numerous arrangements with financial institutions that include cash and investment deposits, interest rate swap contracts, foreigncurrency option contracts and forward contracts. As a result, Dell Technologies is subject to the risk that the counterparty to one or more of thesearrangements will default, either voluntarily or involuntarily, on its performance under the terms of the arrangement. In times of market distress, acounterparty may default rapidly and without notice, and Dell Technologies may be unable to take action to cover its exposure, either because of lack ofcontractual ability to do so or because market conditions make it difficult to take effective action. If one of Dell Technologies’ counterparties becomesinsolvent or files for bankruptcy, Dell Technologies’ ability eventually to recover any losses suffered as a result of that counterparty’s default may be limitedby the liquidity of the counterparty or the applicable legal regime governing the bankruptcy proceeding. In the event of such a default, Dell Technologiescould incur significant losses, which could harm Dell Technologies’ business and adversely affect its results of operations and financial condition.The exercise by customers of certain rights under their services contracts with Dell Technologies, or Dell Technologies’ failure to perform as itanticipates at the time it enters into services contracts, could adversely affect Dell Technologies’ revenue and profitability.Many of Dell Technologies’ services contracts allow customers to take actions that may adversely affect Dell Technologies’ revenue and profitability. Theseactions include terminating a contract if Dell Technologies’ performance does not meet specified service levels, requesting rate reductions or contracttermination, reducing the use of Dell Technologies’ services or terminating a contract early upon payment of agreed fees. In addition, Dell Technologiesestimates the costs of delivering the services at the outset of the contract. If Dell Technologies fails to estimate such costs accurately and actual costssignificantly exceed estimates, Dell Technologies may incur losses on the services contracts.22 Table of ContentsLoss of government contracts could harm Dell Technologies’ business.Contracts with U.S. federal, state, and local governments and with foreign governments are subject to future funding that may affect the extension ortermination of programs and to the right of such governments to terminate contracts for convenience or non-appropriation. There is pressure on governments,both domestically and internationally, to reduce spending. Funding reductions or delays could adversely affect public sector demand for Dell Technologies’products and services. In addition, if Dell Technologies violates legal or regulatory requirements, the applicable government could suspend or disbar DellTechnologies as a contractor, which would unfavorably affect Dell Technologies’ net revenue and profitability.Dell Technologies’ business could suffer if Dell Technologies does not develop and protect its proprietary intellectual property or obtain or protectlicenses to intellectual property developed by others on commercially reasonable and competitive terms.If Dell Technologies or its suppliers are unable to develop or protect desirable technology or technology licenses, Dell Technologies may be prevented frommarketing products, may have to market products without desirable features, or may incur substantial costs to redesign products. Dell Technologies also mayhave to defend or enforce legal actions or pay damages if Dell Technologies is found to have violated the intellectual property of other parties. Although DellTechnologies’ suppliers might be contractually obligated to obtain or protect such licenses and indemnify Dell Technologies against related expenses, thosesuppliers could be unable to meet their obligations. Although Dell Technologies invests in research and development and obtains additional intellectualproperty through acquisitions, those activities do not guarantee that Dell Technologies will develop or obtain intellectual property necessary for profitableoperations. Costs involved in developing and protecting rights in intellectual property may have a negative impact on Dell Technologies’ business. Inaddition, Dell Technologies’ operating costs could increase because of copyright levies or similar fees by rights holders and collection agencies in Europeanand other countries.Infrastructure disruptions could harm Dell Technologies’ business.Dell Technologies depends on its information technology and manufacturing infrastructure to achieve its business objectives. Natural disasters,manufacturing failures, telecommunications system failures, or defective or improperly installed new or upgraded business management systems could leadto disruptions in this infrastructure. Portions of Dell Technologies’ IT infrastructure also may experience interruptions, delays or cessations of service, orproduce errors in connection with systems integration or migration work. Such disruptions may adversely affect Dell Technologies’ ability to receive orprocess orders, manufacture and ship products in a timely manner or otherwise conduct business in the normal course. Further, portions of Dell Technologies’services business involve the processing, storage and transmission of data, which also would be negatively affected by such an event. Disruptions in DellTechnologies’ infrastructure could lead to loss of customers and revenue, particularly during a period of heavy demand for Dell Technologies’ products andservices. Dell Technologies also could incur significant expense in repairing system damage and taking other remedial measures.Cyber attacks or other security incidents that disrupt Dell Technologies’ operations or result in the breach or other compromise of proprietary orconfidential information about Dell Technologies or Dell Technologies’ workforce, customers or other third parties could disrupt Dell Technologies’business, harm its reputation, cause Dell Technologies to lose clients and expose Dell Technologies to costly regulatory enforcement and litigation.Dell Technologies manages, stores, and otherwise processes various proprietary information and sensitive or confidential data relating to its operations. Inaddition, Dell Technologies’ businesses routinely process, store and transmit large amounts of data, including sensitive and personally identifiableinformation, for Dell Technologies’ customers. Criminal or other actors may be able to penetrate Dell Technologies’ security and misappropriate orcompromise Dell Technologies’ confidential information or that of third parties, create system disruptions or cause shutdowns. Dell Technologies mayexperience breaches or other compromises of its information technology systems. Dell reported in November 2018 that it had detected and disruptedunauthorized activity on its network attempting to extract Dell.com customer information. Further, hardware and operating system software and applicationsthat Dell Technologies produces or procures from third parties may contain defects in design or manufacture, including “bugs” and other problems that couldunexpectedly interfere with the operation of such systems.23 Table of ContentsThe costs to address the foregoing security problems and security vulnerabilities before or after a security incident could be significant. Remediation effortsmay not be successful and could result in interruptions, delays, or cessation of service and loss of existing or potential customers that may impede DellTechnologies’ sales, manufacturing, distribution or other critical functions. Dell Technologies could lose existing or potential customers for outsourcingservices or other information technology solutions in connection with any actual or perceived security vulnerabilities in Dell Technologies’ products. Inaddition, breaches of Dell Technologies’ security measures and the unapproved dissemination of proprietary information or sensitive or confidential dataabout Dell Technologies or its customers or other third parties could expose Dell Technologies, its customers or other third parties affected to a risk of loss ormisuse of this information, result in regulatory enforcement, litigation and potential liability for Dell Technologies, damage Dell Technologies’ brand andreputation or otherwise harm Dell Technologies’ business. Further, Dell Technologies relies on third-party data management providers and other vendorswhose possible security problems and security vulnerabilities may have similar effects on Dell Technologies.Dell Technologies is subject to laws, rules and regulations in the United States and other countries relating to the collection, use and security of user andother data. Dell Technologies’ ability to execute transactions and to possess and use personal information and data in conducting its business subjects it tolegislative and regulatory burdens that may require Dell Technologies to notify regulators and customers, employees, or other individuals of a securitybreach, including in the European Union under the EU General Data Protection Regulation, which took effect in May 2018. Dell Technologies has incurred,and will continue to incur, significant expenses to comply with mandatory privacy and security standards and protocols imposed by law, regulation, industrystandards or contractual obligations, but despite such expenditures may face regulatory and other legal actions in the event of a data breach or perceived oractual non-compliance with such requirements.Failure to hedge effectively Dell Technologies’ exposure to fluctuations in foreign currency exchange rates and interest rates could adversely affect DellTechnologies’ financial condition and results of operations.Dell Technologies utilizes derivative instruments to hedge its exposure to fluctuations in foreign currency exchange rates and interest rates. Some of theseinstruments and contracts may involve elements of market and credit risk in excess of the amounts recognized in Dell Technologies’ financial statements. IfDell Technologies is not successful in monitoring its foreign exchange exposures and conducting an effective hedging program, Dell Technologies’ foreigncurrency hedging activities may not offset the impact of fluctuations in currency exchange rates on its future results of operations and financial position.Adverse legislative or regulatory tax changes, the expiration of tax holidays or favorable tax rate structures, or unfavorable outcomes in tax audits andother tax compliance matters could result in an increase in Dell Technologies’ tax expense or its effective income tax rate.Changes in tax laws (including any future Treasury notices or regulations related to the Tax Cuts and Jobs Act that was signed into law on December 22,2017) could adversely affect Dell Technologies’ operations and profitability. In recent years, numerous legislative, judicial, and administrative changes havebeen made to tax laws applicable to Dell Technologies and companies similar to Dell Technologies. The Organisation for Economic Co-operation andDevelopment (the “OECD”), an international association of 36 countries, including the United States, has issued guidelines that change long-standing taxprinciples. This may introduce tax uncertainty as countries amend their tax laws to adopt certain parts of the OECD guidelines. Additional changes to taxlaws are likely to occur, and such changes may adversely affect Dell Technologies’ tax liability.Portions of Dell Technologies’ operations are subject to a reduced tax rate or are free of tax under various tax holidays that expire in whole or in part fromtime to time. Many of these holidays may be extended when certain conditions are met, or may be terminated if certain conditions are not met. If the taxholidays are not extended, or if Dell Technologies fails to satisfy the conditions of the reduced tax rate, its effective tax rate would be affected. DellTechnologies’ effective tax rate also could be impacted if Dell Technologies’ geographic sales mix changes. In addition, any actions by Dell Technologies torepatriate non-U.S. earnings for which it has not previously provided for U.S. taxes may affect the effective tax rate.Dell Technologies is continually under audit in various tax jurisdictions. Dell Technologies may not be successful in resolving potential tax claims that arisefrom these audits. An unfavorable outcome in certain of these matters could result in a substantial increase in Dell Technologies’ tax expense. In addition,Dell Technologies’ provision for income taxes could be adversely affected by changes in the valuation of deferred tax assets.24 Table of ContentsDell Technologies’ profitability could suffer from any impairment of its portfolio investments.Dell Technologies invests a significant portion of its available funds in a portfolio consisting primarily of debt securities of various types and maturitiespending the deployment of these funds in Dell Technologies’ business. Dell Technologies’ earnings performance could suffer from any impairment of itsinvestments. Dell Technologies’ portfolio securities generally are classified as available-for-sale and are recorded in Dell Technologies’ financial statementsat fair value. If any such investments experience declines in market price and it is determined that such declines are other than temporary, Dell Technologiesmay have to recognize in earnings the decline in the fair market value of such investments below their cost or carrying value.Unfavorable results of legal proceedings could harm Dell Technologies’ business and result in substantial costs.Dell Technologies is involved in various claims, suits, investigations, and legal proceedings that arise from time to time in the ordinary course of business, aswell as those that arose in connection with the Class V transaction, including those described elsewhere in this report. Additional legal claims or regulatorymatters may arise in the future and could involve stockholder, consumer, regulatory, compliance, intellectual property, antitrust, tax and other issues on aglobal basis. Litigation is inherently unpredictable. Regardless of the merits of the claims, litigation may be both time-consuming and disruptive to DellTechnologies’ business. Dell Technologies could incur judgments or enter into settlements of claims that could adversely affect its operating results or cashflows in a particular period. In addition, Dell Technologies’ business, operating results, and financial condition could be adversely affected if anyinfringement or other intellectual property claim made against it by any third party is successful, or if Dell Technologies fails to develop non-infringingtechnology or license the proprietary rights on commercially reasonable terms and conditions.Dell Technologies is incurring increased costs and is subject to additional regulations and requirements as a public company, and Dell Technologies’management is required to devote substantial time to compliance matters, which could lower Dell Technologies’ profits or make it more difficult to runits business.Since it became a public company in June 2016, Dell Technologies has been incurring significant legal, accounting, and other expenses that it had notincurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executivedirectors. Dell Technologies also is incurring costs associated with the Sarbanes-Oxley Act of 2002 and related rules implemented by the SEC and the NYSE.The expenses incurred by public companies generally for financial reporting and corporate governance purposes have been increasing. The increased DellTechnologies’ legal and financial compliance costs have made some activities more time-consuming and costly. Dell Technologies’ management has todevote substantial time to ensuring that it complies with all of these requirements. Laws and regulations affecting public company directors and executiveofficers could make it more difficult for Dell Technologies to attract and retain qualified persons to serve on its board of directors or its board committees oras its executive officers. Further, if Dell Technologies is unable to satisfy its obligations as a public company, the Class C Common Stock could be subject todelisting from the NYSE and Dell Technologies could be subject to fines, sanctions and other regulatory action and potentially civil litigation.Compliance requirements of current or future environmental and safety laws, or other laws, may increase costs, expose Dell Technologies to potentialliability and otherwise harm Dell Technologies’ business.Dell Technologies’ operations are subject to environmental and safety regulations in all areas in which Dell Technologies conducts business. Product designand procurement operations must comply with new and future requirements relating to climate change laws and regulations, materials composition, sourcing,energy efficiency and collection, recycling, treatment, transportation, and disposal of electronics products, including restrictions on mercury, lead, cadmium,lithium metal, lithium ion and other substances. If Dell Technologies fails to comply with applicable rules and regulations regarding the transportation,source, use and sale of such regulated substances, Dell Technologies could be subject to liability. The costs and timing of costs under environmental andsafety laws are difficult to predict, but could have an adverse impact on Dell Technologies’ business.25 Table of ContentsIn addition, Dell Technologies and its subsidiaries are subject to various anti-corruption laws that prohibit improper payments or offers of payments toforeign governments and their officials for the purpose of obtaining or retaining business, and are also subject to export controls, customs and economicsanctions laws and embargoes imposed by the U.S. government. Violations of the Foreign Corrupt Practices Act or other anti-corruption laws or exportcontrol, customs or economic sanctions laws may result in severe criminal or civil sanctions and penalties, and Dell Technologies and its subsidiaries may besubject to other liabilities which could have a material adverse effect on their business, results of operations and financial condition.Dell Technologies also is subject to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act intended to improve transparency andaccountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of Congo or adjoining countries. DellTechnologies will incur costs to comply with the disclosure requirements of this law and may realize other costs relating to the sourcing and availability ofminerals used in Dell Technologies’ products. Further, Dell Technologies may face reputational harm if its customers or other Dell Technologies stakeholdersconclude that Dell Technologies is unable to sufficiently verify the origins of the minerals used in its products.Armed hostilities, terrorism, natural disasters, or public health issues could harm Dell Technologies’ business.Armed hostilities, terrorism, natural disasters or public health issues, whether in the United States or abroad, could cause damage or disruption to DellTechnologies or Dell Technologies’ suppliers and customers, or could create political or economic instability, any of which could harm Dell Technologies’business. For example, the earthquake and tsunami in Japan and severe flooding in Thailand which occurred during fiscal year 2012 caused damage toinfrastructure and factories that disrupted the supply chain for a variety of components used in Dell’s products. Any such future events could cause a decreasein demand for Dell Technologies’ products, make it difficult or impossible to deliver products or for suppliers to deliver components, and create delays andinefficiencies in Dell Technologies’ supply chain.Dell Technologies is highly dependent on the services of Michael S. Dell, its Chief Executive Officer, and its success depends on the ability to attract,retain, and motivate key employees.Dell Technologies is highly dependent on the services of Michael S. Dell, its Chief Executive Officer and largest stockholder. If Dell Technologies loses theservices of Mr. Dell, Dell Technologies may not be able to locate a suitable or qualified replacement, and Dell Technologies may incur additional expensesto recruit a replacement, which could severely disrupt Dell Technologies’ business and growth. Further, Dell Technologies relies on key personnel, includingother members of its executive leadership team, to support its business and increasingly complex product and services offerings. Dell Technologies may notbe able to attract, retain and motivate the key professional, technical, marketing and staff resources needed.Dell Technologies’ substantial level of indebtedness could adversely affect its financial condition.Dell Technologies and its subsidiaries have a substantial amount of indebtedness, which require significant interest and other debt service payments. As ofFebruary 1, 2019, Dell Technologies and its subsidiaries had approximately $54.2 billion aggregate principal amount of indebtedness. As of the same date,Dell Technologies and its subsidiaries also had an additional $5.6 billion available for borrowing under its revolving credit facilities.Dell Technologies’ substantial level of indebtedness could have important consequences, including the following:•Dell Technologies must use a substantial portion of its cash flow from operations to pay interest and principal on its senior credit facilities, its seniorsecured and senior unsecured notes, and its other indebtedness, which reduces funds available to Dell Technologies for other purposes such asworking capital, capital expenditures, other general corporate purposes and potential acquisitions;•Dell Technologies’ ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions orother general corporate purposes may be impaired;•Dell Technologies is exposed to fluctuations in interest rates because Dell Technologies’ senior credit facilities have variable rates of interest;26 Table of Contents•Dell Technologies’ leverage may be greater than that of some of its competitors, which may put Dell Technologies at a competitive disadvantageand reduce Dell Technologies’ flexibility in responding to current and changing industry and financial market conditions; and•Dell Technologies may be unable to comply with financial and other restrictive covenants in its senior credit facilities, the notes, and otherindebtedness that limit Dell Technologies’ ability to incur additional debt, make investments and sell assets, which could result in an event ofdefault that, if not cured or waived, would have an adverse effect on Dell Technologies’ business and prospects and could force it into bankruptcy orliquidation.Dell Technologies and its subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in DellTechnologies’ and its subsidiaries’ credit facilities and the indentures that govern the notes. If new indebtedness is added to the debt levels of DellTechnologies and its subsidiaries, the related risks that Dell Technologies now faces could intensify. Dell Technologies’ ability to access additional fundingunder its revolving credit facilities will depend upon, among other factors, the absence of a default under either such facility, including any default arisingfrom a failure to comply with the related covenants. If Dell Technologies is unable to comply with its covenants under its revolving credit facilities, DellTechnologies’ liquidity may be adversely affected.From time to time, when it believes it is advantageous to do so, Dell Technologies may seek to reduce its leverage by repaying certain of its indebtednessbefore the maturity dates of such indebtedness. Dell Technologies may be unable to generate operating cash flows and other cash necessary to achieve a levelof debt reduction that will significantly enhance its credit quality and reduce the risks associated with its substantial indebtedness.As of February 1, 2019, approximately $17.9 billion of Dell Technologies’ debt was variable-rate debt and a 100 basis point increase in interest rates wouldhave resulted in an increase of approximately $179 million in annual interest expense on such debt. Dell Technologies’ ability to meet its expenses, toremain in compliance with its covenants under its debt instruments and to make future principal and interest payments in respect of its debt depends on,among other factors, Dell Technologies’ operating performance, competitive developments and financial market conditions, all of which are significantlyaffected by financial, business, economic, and other factors. Dell Technologies is not able to control many of these factors. Given current industry andeconomic conditions, Dell Technologies’ cash flow may not be sufficient to allow Dell Technologies to pay principal and interest on its debt and meet itsother obligations.The financial performance of Dell Technologies is affected by the financial performance of VMware, Inc.Because Dell Technologies consolidates the financial results of VMware, Inc. in its results of operations, its financial performance is affected by the financialperformance of VMware, Inc. VMware, Inc.’s financial performance may be affected by a number of factors, including, but not limited to:•fluctuations in demand, adoption rates, sales cycles (which have been increasing in length), and pricing levels for VMware, Inc.’s products andservices;•changes in customers’ budgets for information technology purchases and in the timing of its purchasing decisions;•the timing of recognizing revenues in any given quarter, which can be affected by a number of factors, including product announcements, betaprograms and product promotions that can cause revenue recognition of certain orders to be deferred until future products to which customers areentitled become available;•the timing of announcements or releases of new or upgraded products and services by VMware, Inc. or by its competitors;•the timing and size of business realignment plans and restructuring charges;•VMware, Inc.’s ability to maintain scalable internal systems for reporting, order processing, license fulfillment, product delivery, purchasing, billingand general accounting, among other functions;•VMware, Inc.’s ability to control costs, including its operating expenses;27 Table of Contents•credit risks of VMware, Inc.’s distributors, who account for a significant portion of VMware, Inc.’s product revenues and accounts receivable;•VMware, Inc.’s ability to process sales at the end of the quarter;•seasonal factors, such as the end of fiscal period budget expenditures by VMware, Inc.’s customers and the timing of holiday and vacation periods;•renewal rates and the amounts of the renewals for enterprise agreements, as the original terms of such agreements expire;•the timing and amount of software development costs that may be capitalized; •unplanned events that could affect market perception of the quality or cost-effectiveness of VMware, Inc.’s products and solutions; and•VMware, Inc.’s ability to predict accurately the degree to which customers will elect to purchase its subscription‑based offerings in place of licensesto its on‑premises offerings.Dell Technologies’ pension plan assets are subject to market volatility.Through the EMC merger, Dell Technologies assumed a noncontributory defined pension plan, which was originally part of the EMC legacy acquisition ofData General. The plan’s assets are invested in common stocks, bonds and cash. As of February 1, 2019 the expected long-term rate of return on the plan’sassets was 5.75%, which represented the average of the expected long-term rates of return weighted by the plan’s assets as of February 1, 2019. As marketconditions permit, Dell Technologies expects to continue to shift the asset allocation to lower the percentage of investments in equities and increase thepercentage of investments in long-duration fixed-income securities. The effect of such a change could result in a reduction in the long-term rate of return onplan assets and an increase in future pension expense. As of February 1, 2019, the ten-year historical rate of return on plan assets was 10.66%, and theinception-to-date return on plan assets was 9.40%. Should Dell Technologies not achieve the expected rate of return on the plan’s assets or if the planexperiences a decline in the fair value of its assets, Dell Technologies may be required to contribute assets to the plan, which could materially adverselyaffect its results of operations or financial condition.Risks Relating to Ownership of Class C Common StockThe price of Dell Technologies’ Class C Common Stock may be volatile, which could cause the value of an investment in the Class C Common Stock todecline.The trading prices of the securities of technology companies historically have experienced high levels of volatility. The trading price of Dell Technologies’Class C Common Stock may fluctuate substantially as a result of the following factors, among others:•announcements of new products, services or technologies, commercial relationships, acquisitions or other events by Dell Technologies or itscompetitors;•changes in how customers perceive the effectiveness of Dell Technologies’ products, services or technologies;•actual or anticipated variations in Dell Technologies’ quarterly or annual results of operations;•changes in Dell Technologies’ financial guidance or estimates by securities analysts;•price and volume fluctuations in the overall stock market from time to time;•significant volatility in the market price and trading volume of technology companies in general and of companies in the information technologyindustry in particular;28 Table of Contents•actual or anticipated changes in the expectations of investors or securities analysts;•fluctuations in the trading volume of the Class C Common Stock or the size of the trading market for the Class C Common Stock held by non-affiliates;•litigation involving Dell Technologies, its industry, or both, including disputes or other developments relating to Dell Technologies’ ability toobtain patent protection for its processes and technologies and protect its other proprietary rights;•regulatory developments in the United States and other jurisdictions in which Dell Technologies operates;•general economic and political factors, including market conditions in Dell Technologies’ industry or the industries of its clients;•major catastrophic events;•sales of large blocks of the Class C Common Stock; and•additions or departures of key employees.In addition, if the market for stock of companies in the technology industry or the stock market in general experiences a loss of investor confidence, thetrading price of the Class C Common Stock could decline for reasons unrelated to Dell Technologies’ business, results of operations or financial condition.The market price of the Class C Common Stock also might decline in reaction to events that affect other companies in Dell Technologies’ industry, even ifthese events do not directly affect Dell Technologies.In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation often has been brought against thatcompany. If Dell Technologies’ stock price is volatile, Dell Technologies may become the target of securities litigation, which could cause it to incursubstantial costs and divert its management’s attention and resources from Dell Technologies’ business.If securities or industry analysts publish inaccurate or unfavorable research reports or cease to publish research reports about Dell Technologies andits business or prospects, the market price or trading volume of the Class C Common Stock could decline.The trading market for the Class C Common Stock depends in part on the research and reports that securities or industry analysts publish about DellTechnologies and its business or prospects. Dell Technologies does not have any control over these analysts. If one or more of the analysts covering DellTechnologies downgrades the Class C Common Stock, expresses an adverse change of opinion regarding the Class C Common Stock or publishes inaccurateresearch about Dell Technologies, the market price of the Class C Common Stock could decline. If one or more of these analysts ceases coverage of DellTechnologies or fails to publish reports on it on a regular basis, Dell Technologies could lose following in the financial markets, which could cause themarket price or trading volume of the Class C Common Stock to decline.Dell Technologies’ multi-class common stock structure with different voting rights may adversely affect the trading price of the Class C Common Stock.Each share of Dell Technologies’ Class A Common Stock and each share of Dell Technologies’ Class B Common Stock has ten votes, while each share ofDell Technologies’ Class C Common Stock has one vote. Based on their ownership of Dell Technologies’ common stock as of February 1, 2019, because ofthese disparate voting rights, the MD stockholders, the MSD Partners stockholders and the SLP stockholders collectively held common stock representingapproximately 96.4% of the total voting power of Dell Technologies’ outstanding common stock. The limited ability of holders of the Class C CommonStock to influence matters requiring stockholder approval may adversely affect the market price of the Class C Common Stock.29 Table of ContentsIn addition, in 2017, FTSE Russell and S&P Dow Jones changed their eligibility criteria to exclude new companies with multiple classes of shares of commonstock from being added to certain indices. FTSE Russell instituted a requirement that new and, beginning in September 2022, existing constituents of itsindices have greater than 5% of their voting rights in the hands of public stockholders, whereas S&P Dow Jones announced that companies with multipleshare classes, such as ours, will not be eligible for inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&PComposite 1500. Other stock indices might adopt similar requirements in the future. Under the current criteria, Dell Technologies’ multi-class capitalstructure makes it ineligible for inclusion in any of these indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles thattrack these indices will not invest in the Class C Common Stock. It is unclear what effect, if any, exclusion from the indices will have on the valuations of theaffected publicly-traded companies. It is possible that such policies may depress the valuations of public companies excluded from these indices compared tovaluations of companies that are included.Future sales, or the perception of future sales, of a substantial amount of shares of the Class C Common Stock could depress the trading price of theClass C Common Stock.Sales of a substantial number of shares of the Class C Common Stock in the public market, or the perception that these sales may occur, could adversely affectthe market price of the Class C Common Stock, which could make it more difficult for investors to sell their shares of Class C Common Stock at a time andprice that they consider appropriate. These sales, or the possibility that these sales may occur, also could impair Dell Technologies’ ability to sell equitysecurities in the future at a time and at a price Dell Technologies deems appropriate, and Dell Technologies’ ability to use Class C Common Stock asconsideration for acquisitions of other businesses, investments, or other corporate purposes. As of February 1, 2019, Dell Technologies had a total ofapproximately 172 million shares of Class C Common Stock outstanding.As of February 1, 2019, the 406,290,710 outstanding shares of Class A Common Stock held by the MD stockholders and the MSD Partners stockholders, andthe 136,986,858 outstanding shares of Class B Common Stock held by the SLP stockholders were convertible into shares of Class C Common Stock at anytime on a one-to-one basis. Although the MD stockholders, the MSD Partners stockholders, and SLP stockholders generally are subject to transfer restrictionsthat prevent their sale or other transfer of common stock until June 27, 2019, thereafter such shares, upon any conversion into shares of Class C CommonStock, will be eligible for resale in the public market pursuant to Rule 144 under the Securities Act, subject to volume, manner of sale, and other limitationsunder Rule 144.In addition, as of February 1, 2019, Dell Technologies had entered into a registration rights agreement with holders of 406,483,978 outstanding shares ofClass A Common Stock (which are convertible into shares of Class C Common Stock), holders of all of the 136,986,858 outstanding shares of Class BCommon Stock (which are convertible into shares of Class C Common Stock) and holders of 18,181,818 outstanding shares of Class C Common Stock,pursuant to which Dell Technologies has granted such holders and their permitted transferees shelf, demand and/or piggyback registration rights with respectto such shares. Registration of those shares under the Securities Act would permit such holders to sell the shares into the public market.Further, as of February 1, 2019, Dell Technologies had 45,097,158 shares of Class C Common Stock that may be issued upon the exercise, vesting orsettlement of outstanding stock options, restricted stock units or deferred stock units under Dell Technologies’ stock incentive plans, all of which would havebeen, upon issuance, eligible for sale in the public market, subject to expiration or waiver of applicable contractual transfer restrictions that, subject to certainexceptions, are scheduled to expire beginning on June 27, 2019, and to terminate on December 27, 2020, and an additional 32,050,556 shares of Class CCommon Stock that have been authorized and reserved for issuance in relation to potential future awards under the stock incentive plans. Dell Technologiesalso may issue additional options in the future that may be exercised for additional shares of Class C Common Stock and additional restricted stock units ordeferred stock units that may vest. Dell Technologies expects that all shares of Class C Common Stock issuable with respect to such awards will be registeredunder one or more registration statements on Form S-8 under the Securities Act and available for sale in the open market.30 Table of ContentsDell Technologies’ issuance of additional Class C Common Stock in connection with financings, acquisitions, investments, its stock incentive plans, orotherwise will dilute all other stockholders.The Dell Technologies certificate of incorporation authorizes Dell Technologies to issue up to 7,900,000,000 shares of Class C Common Stock and up to1,000,000 shares of preferred stock with such rights and preferences as may be determined by Dell Technologies’ board of directors. Subject to compliancewith applicable law, Dell Technologies may issue shares of Class C Common Stock or securities convertible into Class C Common Stock from time to time inconnection with financings, acquisitions, investments, Dell Technologies’ stock incentive plans, or otherwise. Dell Technologies may issue additional sharesof Class C Common Stock from time to time at a discount to the market price of the Class C Common Stock at the time of issuance. Any issuance of Class CCommon Stock could result in substantial dilution to Dell Technologies’ existing stockholders and cause the market price of the Class C Common Stock todecline.Dell Technologies does not presently intend to pay any dividends on the Class C Common Stock.Dell Technologies does not presently intend to pay cash dividends on the Class C Common Stock. Accordingly, investors may have to rely on sales of theClass C Common Stock after price appreciation, which may never occur, as the only way to realize any gains on their investment in the Class C CommonStock.Dell Technologies’ operations are conducted almost entirely through its subsidiaries and its ability to generate cash to make future dividend payments, ifany, is highly dependent on the cash flows and the receipt of funds from its subsidiaries via dividends or intercompany loans. To the extent that DellTechnologies determines in the future to pay dividends on the Class C Common Stock, the terms of existing and future agreements governing DellTechnologies’ or its subsidiaries’ indebtedness, including the existing credit facilities of, and existing senior notes issued by, subsidiaries of DellTechnologies, may significantly restrict the ability of Dell Technologies’ subsidiaries to pay dividends or otherwise make distributions or transfer assets toDell Technologies, as well as the ability of Dell Technologies to pay dividends to holders of its common stock. In addition, Delaware law imposesrequirements that may restrict Dell Technologies’ ability to pay dividends to holders of its common stock.Provisions of Dell Technologies’ organizational documents and Delaware law may make it difficult for a third party to acquire Dell Technologies evenif doing so may be beneficial to Dell Technologies’ stockholders.Certain provisions of Dell Technologies’ certificate of incorporation and bylaws may discourage, delay, or prevent a change in control of Dell Technologiesthat a stockholder may consider favorable. These provisions include:•limitations on who may call special meetings of stockholders;•advance notice requirements for nominations of candidates for election to the board of directors and for proposals for other businesses;•the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by the board of directors withoutapproval of the holders of the common stock to persons friendly to Dell Technologies’ management, thereby protecting the continuity of DellTechnologies’ management, or which could be used to dilute the stock ownership of persons seeking to obtain control of Dell Technologies;•the requirement that any stockholder written consent be signed by holders of a majority of Dell Technologies’ common stock beneficially owned bythe MD stockholders and holders of a majority of Dell Technologies’ common stock beneficially owned by the SLP stockholders; and•the requirement that (1) the holders of the Class A Common Stock, voting separately as a series, (2) the holders of the Class B Common Stock, votingseparately as a series, and (3) the MD stockholders and SLP stockholders, in each case, so long as they own any common stock, approve amendmentsto certain provisions of Dell Technologies’ certificate of incorporation, including provisions related to authorized capital stock and the size andstructure of the board of directors.31 Table of ContentsFurther, as a Delaware corporation, Dell Technologies is subject to provisions of Delaware law that may deter a takeover attempt that its stockholders mayfind beneficial. These anti-takeover provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction involving a changein control of Dell Technologies, including actions that its stockholders may deem advantageous, or negatively affect the trading price of its common stock,including the Class C Common Stock. These provisions also could discourage proxy contests and make it more difficult for Dell Technologies’ stockholdersto elect directors of their choosing and to cause Dell Technologies to take other corporate actions that may be supported by its stockholders.Dell Technologies’ board of directors is authorized to issue and designate shares of preferred stock in additional series without stockholder approval.The Dell Technologies certificate of incorporation authorizes the board of directors, without the approval of Dell Technologies’ stockholders, to issue up to1,000,000 shares of “blank check” preferred stock, subject to limitations prescribed by applicable law, rules, and regulations and the provisions of thecertificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and tofix the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof. The powers,preferences, and rights of these additional series of preferred stock may be senior to or on parity with Dell Technologies’ series of common stock, includingthe Class C Common Stock, which may reduce the value of the Class C Common Stock.Dell Technologies is controlled by the MD stockholders, and the MD stockholders, the MSD Partners stockholders, and the SLP stockholders collectivelyown a substantial majority of its common stock.By reason of their ownership of Class A Common Stock possessing a majority of the aggregate votes entitled to be cast by holders of all outstanding shares ofDell Technologies’ common stock voting together as a single class, the MD stockholders have the ability to approve any matter submitted to the vote of allof the outstanding shares of the common stock voting together as a single class.Through their control of Dell Technologies, the MD stockholders are able to control actions to be taken by Dell Technologies, including actions related tothe election of directors of Dell Technologies and its subsidiaries (including VMware, Inc. and its subsidiaries), amendments to Dell Technologies’organizational documents and the approval of significant corporate transactions, including mergers, sales of substantially all of Dell Technologies’ assets,distributions of Dell Technologies’ assets, the incurrence of indebtedness, and any incurrence of liens on Dell Technologies’ assets. For example, althoughthe Dell Technologies bylaws provide that the number of directors will be fixed by resolution of the board of directors, the stockholders of Dell Technologiesmay adopt, amend or repeal the bylaws in accordance with Section 109 of the Delaware General Corporation. Through their control of Dell Technologies, theMD stockholders may therefore amend the bylaws to change the number of directors (within the limits of the certificate of incorporation), notwithstandingany determination by the board of directors regarding board size.Further, as of February 1, 2019, the MD stockholders, the MSD Partners stockholders, and the SLP stockholders collectively beneficially owned 76.4% ofDell Technologies’ outstanding common stock. This concentration of ownership together with the disparate voting rights of Dell Technologies’ commonstock may delay or deter possible changes in control of Dell Technologies, which may reduce the value of an investment in the Class C Common Stock. Solong as the MD stockholders, the MSD Partners stockholders, and the SLP stockholders continue to own common stock representing a significant amount ofthe combined voting power of Dell Technologies’ outstanding common stock, even if such amount is, individually or in the aggregate, less than 50%, suchstockholders will continue to be able to strongly influence Dell Technologies’ decisions. Further, the MD stockholders and the SLP stockholders,respectively, have the right to nominate a number of individuals for election as Group I Directors which is equal to the percentage of the total voting powerfor the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders multiplied by the number of directors then on theboard of directors who are not members of the audit committee, rounded up to the nearest whole number. In addition, so long as the MD stockholders or theSLP stockholders each beneficially own at least 5% of all outstanding shares of the common stock entitled to vote generally in the election of directors, eachof the MD stockholders or the SLP stockholders, as applicable, are entitled to nominate at least one individual for election as a Group I Director.32 Table of ContentsThe MD stockholders, the MSD Partners stockholders, and the SLP stockholders and their respective affiliates may have interests that conflict with theinterests of other stockholders or those of Dell Technologies.In the ordinary course of their business activities, the MD stockholders, the MSD Partners stockholders, and the SLP stockholders and their respectiveaffiliates may engage in activities where their interests conflict with interests of other stockholders or those of Dell Technologies. The Dell Technologiescertificate of incorporation provides that none of the MD stockholders, MSD Partners, L.P., the MSD Partners stockholders, Silver Lake Partners III, L.P. andthe SLP stockholders, any of their respective affiliates or any director or officer of the Company who is also a director, officer, employee, managing director orother affiliate of MSD Partners, L.P. or Silver Lake Partners III, L.P. (other than Michael Dell) have any duty to refrain from engaging, directly or indirectly, inthe same business activities or similar business activities or lines of business in which Dell Technologies operates. The MD stockholders, the MSD Partnersstockholders, and the SLP stockholders also may pursue acquisition opportunities that may be complementary to Dell Technologies’ business and, as a result,those acquisition opportunities may not be available to Dell Technologies. In addition, such stockholders may have an interest in pursuing acquisitions,divestitures, and other transactions that, in their judgment, could enhance the value of their investment in Dell Technologies, even though such transactionsmight involve risks to other stockholders.Because Dell Technologies is a “controlled company” within the meaning of NYSE rules and, as a result, qualifies for, and relies on, exemptions fromcertain corporate governance requirements, holders of Class C Common Stock do not have the same protections afforded to stockholders of companiesthat are subject to such requirements.Dell Technologies is a “controlled company” within the meaning of NYSE rules because the MD stockholders hold common stock representing more than50% of the voting power in the election of directors. As a controlled company, Dell Technologies may elect not to comply with certain corporate governancerequirements under NYSE rules, including the requirements that:•Dell Technologies have a board that is composed of a majority of “independent directors,” as defined under NYSE rules;•Dell Technologies have a compensation committee that is composed entirely of independent directors; and•Dell Technologies have a nominating/corporate governance committee that is composed entirely of independent directors.Dell Technologies is utilizing these exemptions and expects to continue to utilize the exemptions. As a result, a majority of the directors on the board ofdirectors are not independent directors as defined under NYSE rules and none of the committees of the board of directors, other than the audit committee,consists entirely of independent directors. Accordingly, holders of Class C Common Stock do not have the same protections afforded to stockholders ofcompanies that are subject to all of the NYSE’s corporate governance requirements.The Dell Technologies board of directors has formed an executive committee of the board consisting entirely of directors designated by the MDstockholders and the SLP stockholders, and has delegated a substantial portion of the power and authority of the board of directors to the executivecommittee.The board of directors has formed an executive committee of the board consisting entirely of directors designated by the MD stockholders and the SLPstockholders (none of whom have been affirmatively determined by the board of directors to be independent directors), and has delegated a substantialportion of the power and authority of the board of directors to the executive committee. The executive committee has been delegated the board’s power andauthority, subject to specified limits, to review and approve, with respect to Dell Technologies and its subsidiaries, among other matters, acquisitions anddispositions, the annual budget and business plan, the incurrence of indebtedness, entry into material commercial agreements, joint ventures and strategicalliances, and the commencement and settlement of material litigation. In addition, as of the date of this report, the executive committee acted as thecompensation committee of the board of directors. The interests of the MD stockholders and the SLP stockholders with respect to the foregoing matters maydiffer materially from the interests of the holders of Class C Common Stock.33 Table of ContentsThe Dell Technologies certificate of incorporation designates a state court of the State of Delaware or the federal district court for the District ofDelaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Dell Technologies’ stockholders, whichcould limit the ability of the holders of Class C Common Stock to obtain a favorable judicial forum for disputes with Dell Technologies or withdirectors, officers, or the controlling stockholders of Dell Technologies.Under the Dell Technologies certificate of incorporation, unless Dell Technologies consents in writing to the selection of an alternative forum, the sole andexclusive forum will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federaldistrict court for the District of Delaware) for:•any derivative action or proceeding brought on behalf of Dell Technologies;•any action asserting a claim of breach of a fiduciary duty owed by any director or officer or stockholder of Dell Technologies to Dell Technologiesor Dell Technologies’ stockholders;•any action asserting a claim against Dell Technologies or any director or officer or stockholder of Dell Technologies arising pursuant to anyprovision of the Delaware General Corporation Law or of the certificate of incorporation or bylaws of Dell Technologies; or•any action asserting a claim against Dell Technologies or any director or officer or stockholder of Dell Technologies governed by the internal affairsdoctrine.These provisions of the Dell Technologies certificate of incorporation could limit the ability of the holders of the Class C Common Stock to obtain afavorable judicial forum for disputes with Dell Technologies or with directors, officers, or the controlling stockholders of Dell Technologies, which maydiscourage such lawsuits against Dell Technologies and its directors, officers, and stockholders. Alternatively, if a court were to find these provisions of itsorganizational documents inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Dell Technologiesmay incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition, andresults of operations. The exclusive forum provisions of the certificate of incorporation are not intended to apply to claims under the federal securities laws.Dell Technologies is obligated to develop and maintain proper and effective internal control over financial reporting and any failure to do so mayadversely affect investor confidence in Dell Technologies and, as a result, the value of the Class C Common Stock.Dell Technologies is required by Section 404 of the Sarbanes-Oxley Act of 2002 to furnish an annual report by management on, among other matters, itsassessment of the effectiveness of its internal control over financial reporting. The assessment must include disclosure of any material weaknesses identifiedby Dell Technologies’ management in its report. Dell Technologies also is required to disclose significant changes made in its internal control over financialreporting. In addition, Dell Technologies’ independent registered public accounting firm is required to express an opinion each year as to the effectiveness ofDell Technologies’ internal control over financial reporting. The process of designing, implementing, and testing internal control over financial reporting istime-consuming, costly, and complicated.During the evaluation and testing process of its internal controls, if Dell Technologies identifies one or more material weaknesses in its internal control overfinancial reporting, Dell Technologies will be unable to assert that its internal control over financial reporting is effective. Dell Technologies may experiencematerial weaknesses or significant deficiencies in its internal control over financial reporting in the future. Any failure to maintain internal control overfinancial reporting could severely inhibit Dell Technologies’ ability to issue accurate reports of its financial condition or results of operations. If DellTechnologies is unable to conclude that its internal control over financial reporting is effective, or if Dell Technologies’ independent registered publicaccounting firm determines that Dell Technologies has a material weakness or significant deficiencies in its internal control over financial reporting,investors could lose confidence in the accuracy and completeness of Dell Technologies’ financial reports, the market price of the Class C Common Stockcould decline and Dell Technologies could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy anymaterial weakness in Dell Technologies’ internal control over financial reporting, or to implement or maintain other effective control systems required ofpublic companies, also could restrict future access to the capital markets by Dell Technologies or its subsidiaries.34 Table of ContentsITEM 1B — UNRESOLVED STAFF COMMENTSNone.ITEM 2 — PROPERTIESOur principal executive offices and global headquarters are located at One Dell Way, Round Rock, Texas.As of February 1, 2019, as shown in the following table, we owned or leased 31.5 million square feet of office, manufacturing, and warehouse spaceworldwide: Owned Leased (in millions)U.S. facilities10.2 5.5International facilities4.5 11.3Total (a)14.7 16.8____________________(a)Includes 2.3 million square feet of subleased or vacant space.As of February 1, 2019, our facilities consisted of business centers, which include facilities that contain operations for sales, technical support, administrative,and support functions; manufacturing operations; and research and development centers.Because of the interrelation of the products and services offered in each of our segments, we generally do not designate our properties to any segment. Withlimited exceptions, each property is used at least in part by all of our segments, and we retain the flexibility to make future use of each of the propertiesavailable to each of the segments. Of our properties as of February 1, 2019, approximately 5.0 million square feet of space that house executive andadministrative offices, research and development, sales and marketing functions, and data centers were used solely by our VMware segment.We believe that our existing properties are suitable and adequate for our current needs and that we can readily meet our requirements for additional space atcompetitive rates by extending expiring leases or by finding alternative space.ITEM 3 — LEGAL PROCEEDINGSThe information required by this item is incorporated herein by reference to the information set forth under the caption “Legal Matters” in Note 10 of theNotes to the Consolidated Financial Statements included in “Part II — Item 8 — Financial Statements and Supplementary Data.”ITEM 4 — MINE SAFETY DISCLOSURESNot applicable.35 Table of ContentsPART IIITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESMarket for Common StockOur Class C Common Stock is listed and traded on the New York Stock Exchange under the symbol “DELL.” The Class C Common Stock began trading onthe NYSE on a regular-way basis on December 28, 2018.In connection with the completion of the Class V transaction described under “Part I — Business — Class V Transaction,” our Class V Common Stock, whichhad been traded on the NYSE since the completion of the EMC merger transaction on September 7, 2016, ceased trading on the NYSE prior to the opening oftrading on December 28, 2018.There is no public market for our Class A Common Stock or Class B Common Stock. No shares of the Company’s Class D Common Stock were outstandingas of February 1, 2019.HoldersAs of March 25, 2019, there were 4,638 holders of record of the Company’s Class C Common Stock, 33 holders of record of the Company’s Class A CommonStock, and 6 holders of record of the Company’s Class B Common Stock. The number of record holders does not include individuals or entities thatbeneficially own shares of any class of the Company’s common stock, but whose shares are held of record by a broker, bank, or other nominee.DividendsSince the listing of the Company’s Class V Common Stock on the NYSE on September 7, 2016, the Company has not paid or declared cash dividends on itscommon stock. The Company does not currently intend to pay cash dividends on its common stock in the foreseeable future. Any future determination todeclare cash dividends will be made at the discretion of the Company’s board of directors and will depend upon its results of operations, financial conditionand business prospects, limitations on the payment of dividends under the Company’s certificate of incorporation, the terms of its indebtedness andapplicable law, and such other factors as its board of directors may deem relevant.36 Table of ContentsStock Performance GraphClass V Common StockThe following graph compares the cumulative total return on the Company’s Class V Common Stock for the period from September 7, 2016, the date onwhich its Class V Common Stock began trading on the NYSE, through December 27, 2018, the last date on which the Class V Common Stock traded on theNYSE, with the total return over the same period on the S&P 500 Index and the S&P 500 Systems Software Index. The graph assumes that $100 was investedon September 7, 2016 in the Class V Common Stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. The comparisons inthe graph are based on historical data. Class V Common Stock S&P 500 S&P 500 Systems SoftwareIndexFiscal Year 2017 September 7, 2016$100.00 $100.00 $100.00October 28, 2016$101.81 $97.49 $101.28February 3, 2017$134.06 $105.94 $108.32Fiscal Year 2018 May 5, 2017$140.19 $111.19 $119.07August 4, 2017$134.15 $115.39 $126.57November 3, 2017$168.48 $121.13 $142.95February 2, 2018$147.71 $129.92 $153.56Fiscal Year 2019 May 4, 2018$151.98 $125.88 $157.59August 3, 2018$193.94 $134.89 $175.40November 2, 2018$189.96 $129.92 $174.56December 27, 2018$166.67 $119.19 $166.5537 Table of ContentsClass C Common StockThe following graph compares the cumulative total return on the Company’s Class C Common Stock for the period from December 28, 2018, the date onwhich its Class C Common Stock began trading on the NYSE, through February 1, 2019, with the total return over the same period on the S&P 500 Index andthe S&P 500 Systems Software Index. The graph assumes that $100 was invested on December 28, 2018 in the Class C Common Stock and in each of theforegoing indices and assumes reinvestment of dividends, if any. The comparisons in the graph are based on historical data. Class C Common Stock S&P 500 S&P 500 Systems SoftwareIndexFiscal Year 2019 December 28, 2018$100.00 $100.00 $100.00February 1, 2019$149.65 $108.88 $104.07The preceding stock performance graphs shall not be deemed to be incorporated by reference by means of any general statement incorporating by referencethis annual report on Form 10-K into any filing under the Securities Act or the Securities Exchange Act of 1934, except to the extent that Dell Technologiesspecifically incorporates such information by reference, and shall not otherwise be deemed filed under such Acts.38 Table of ContentsITEM 6 — SELECTED FINANCIAL DATAThe following selected consolidated financial data for our company should be read in conjunction with “Item 7 — Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and “Item 8 — Financial Statements and Supplementary Data.” Consolidated results of operations and cashflow data for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, and balance sheet data as of February 1, 2019 and February 2,2018 have been derived from our audited consolidated financial statements included in “Item 8 — Financial Statements and Supplementary Data.”For all periods preceding the fiscal year ended February 3, 2017, the financial results do not reflect the adoption of the new accounting standards forrecognition of revenue and cash flows. For more detail regarding comparability of the data presented, see “Basis of Presentation” below.DHI Group Common Stock, Class V Common Stock, and the Class V TransactionDHI Group Common Stock consists of four classes of common stock, including the Class A Common Stock, the Class B Common Stock, the Class CCommon Stock, and the Class D Common Stock. Prior to the completion of the Class V transaction described under “Part 1 — Business — Class VTransaction,” the DHI Group generally refers to the direct and indirect interest of Dell Technologies in all of Dell Technologies’ business, assets, properties,liabilities, and preferred stock other than those attributable to the Class V Group, as well as the DHI Group’s retained interest in the Class V Group.Subsequent to the Class V transaction, the DHI Group refers to all classes of issued and outstanding DHI Group Common Stock.The Class V Common Stock was a class of common stock intended to track the performance of a portion of Dell Technologies’ economic interest in the ClassV Group. The Class V Group consisted of VMware, Inc. common stock held by the Company. As described under “Part 1 — Business — Class VTransaction,” on December 28, 2018, the Company completed the Class V transaction, pursuant to which each outstanding share of Class V Common Stockwas exchanged for either (1) $120.00 in cash, without interest, subject to a cap of $14 billion on the aggregate cash consideration, or (2) 1.8066 shares ofClass C Common Stock. Pursuant to the Class V transaction, all outstanding shares of Class V Common Stock ceased to be outstanding, and the trackingstock feature of the Company’s capital structure was terminated. The Class C Common Stock issued to former holders of the Class V Common Stockrepresents an interest in the Company’s entire business and, unlike the Class V Common Stock, is not intended to track the performance of any distinct assetsor business.See Note 14 and Note 15 of the Notes to the Consolidated Financial Statements included in this report and Exhibit 99.1 filed with this report for moreinformation regarding earnings per share, capitalization, the Class V transaction, and the allocation of earnings from Dell Technologies’ interest in VMwarebetween the DHI Group and the Class V Common Stock.Basis of PresentationRevenue from Contracts with Customers — In May 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance on the recognitionof revenue from contracts with customers. The Company adopted the new accounting standard for revenue recognition set forth in ASC 606, “Revenue FromContracts With Customers,” during the three months ended May 4, 2018 using the full retrospective method. The Company has recast the consolidatedresults of operations and cash flow data consistent with the new revenue standard for the fiscal years ended February 2, 2018 and February 3, 2017 andbalance sheet data as of February 2, 2018 and February 3, 2017.Classification of Certain Cash Receipts and Cash Payments — In August 2016, the FASB issued amended guidance on the presentation and classification ofeight specific cash flow issues with the objective of reducing existing diversity in practice. Companies are required to reflect any adjustments on aretrospective basis, if practicable; otherwise, adoption is required to be applied as of the earliest date practicable. Dell Technologies adopted this standardduring the three months ended May 4, 2018. Amounts on the Consolidated Statements of Cash Flows for the fiscal years ended February 2, 2018 andFebruary 3, 2017 have been recast to conform with the presentation under the new guidance.39 Table of ContentsStatement of Cash Flows, Restricted Cash — In November 2016, the FASB issued amended guidance requiring entities to include restricted cash andrestricted cash equivalents in cash balances on the cash flow statement, and also to provide a supplemental reconciliation of cash, cash equivalents, andrestricted cash. The Company early adopted this standard during the three months ended May 4, 2018. See Note 20 of the Notes to the ConsolidatedFinancial Statements included in this report for supplemental cash flow information. Amounts on the Consolidated Statements of Cash Flows for the fiscalyears ended February 2, 2018 and February 3, 2017 have been recast to conform with the presentation under the new guidance.See Note 2 of the Notes to the Consolidated Financial Statements included in this report for additional information on the new standards.EMC Merger Transaction — On September 7, 2016, Dell Technologies completed its acquisition by merger of EMC Corporation, referred to as the “EMCmerger transaction.” As a result of the EMC merger transaction, Dell Technologies’ results of operations, comprehensive income (loss), and cash flows for thefiscal periods reflected in the selected consolidated financial data are not directly comparable. Further, periods preceding the fiscal year ended February 3,2017 do not fully reflect the Company’s transformative $64 billion acquisition of EMC, and, as a result, the Company did not recast financial information forthe new revenue and cash flow accounting standards for those periods. The decision of Dell Technologies to not recast such periods is based on the belief thata revision of these periods would not be material to understanding the results of operations and trends of Dell Technologies.Divestitures — On January 23, 2017, EMC, a subsidiary of Dell Technologies, closed the divestiture of the Dell EMC Enterprise Content Division. Dell Inc.(“Dell”) closed substantially all of the divestiture of Dell Services on November 2, 2016 and the divestiture of Dell Software Group on October 31, 2016. Inaccordance with applicable accounting guidance, the results of Dell Services, Dell Software Group, and the Enterprise Content Division, as well as the relatedgains or losses on sale, are presented as discontinued operations in the Consolidated Statements of Income (Loss) for the fiscal years ended February 3, 2017,January 29, 2016, and January 30, 2015 and, as such, have been excluded from continuing operations in the selected financial data presented below for thoseperiods. See Note 1 of the Notes to the Consolidated Financial Statements included in this report for additional information on divestitures.40 Table of Contents Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017(a) January 29, 2016(b) January 30, 2015(b) (in millions, except per share data)Results of Operations and Cash Flow Data: Net revenue$90,621 $79,040 $62,164 $50,911 $54,142Gross margin$25,053 $20,537 $13,649 $8,387 $8,896Operating loss$(191) $(2,416) $(2,390) $(514) $(316)Loss from continuing operations beforeincome taxes$(2,361) $(4,769) $(4,494) $(1,286) $(1,215)Loss from continuing operations$(2,181) $(2,926) $(3,074) $(1,168) $(1,108)Earnings (loss) per share attributable toDell Technologies Inc.: Continuing operations - Class VCommon Stock - basic$6.01 $1.63 $1.36 $— $—Continuing operations - DHI Group -basic$(6.02) $(5.61) $(7.19) $(2.88) $(2.74)Continuing operations - Class VCommon Stock - diluted$5.91 $1.61 $1.35 $— $—Continuing operations - DHI Group -diluted$(6.04) $(5.62) $(7.19) $(2.88) $(2.74)Number of weighted-average sharesoutstanding: Class V Common Stock - basic199 203 217 — —DHI Group - basic582 567 470 405 404Class V Common Stock - diluted199 203 217 — —DHI Group - diluted582 567 470 405 404Net cash provided by operatingactivities$6,991 $6,843 $2,367 $2,162 $2,551____________________(a)The fiscal year ended February 3, 2017 included 53 weeks.(b)Results of operations and cash flow data for fiscal years ended January 29, 2016 and January 30, 2015 presented in the table above have not been recastfor, and do not reflect the adoption of, the amended guidance on the recognition of revenue from contracts with customers. February 1, 2019 February 2, 2018 February 3, 2017 January 29, 2016(a) January 30, 2015(a) (in millions)Balance Sheet Data: Cash and cash equivalents$9,676 $13,942 $9,474 $6,322 $5,398Total assets$111,820 $124,193 $119,672 $45,122 $48,029Short-term debt$4,320 $7,873 $6,329 $2,981 $2,920Long-term debt$49,201 $43,998 $43,061 $10,650 $11,071Total Dell Technologies Inc.stockholders’ equity (deficit)$(5,765) $11,719 $14,757 $1,466 $2,904____________________(a)Balance sheet data as of January 29, 2016 and January 30, 2015 presented in the table above have not been recast for, and do not reflect the adoption of,the amended guidance on the recognition of revenue from contracts with customers.41 Table of ContentsITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThis management’s discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notesincluded in this annual report on Form 10-K. Multiple accounting standards were adopted during the three months ended May 4, 2018, which resulted inadjustment or reclassification of amounts previously reported. See Note 2 of the Notes to the Consolidated Financial Statements included in this report forfurther information regarding our recently adopted accounting standards.In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs,and that are subject to numerous risks and uncertainties. Our actual results may differ materially from those expressed or implied in any forward-lookingstatements.Unless otherwise indicated, all results presented are prepared in a manner that complies, in all material respects, with accounting principles generallyaccepted in the United States of America (“GAAP”). Additionally, unless otherwise indicated, all changes identified for the current-period results representcomparisons to results for the prior corresponding fiscal period.Unless the context indicates otherwise, references in this report to “we,” “us,” “our,” the “Company,” and “Dell Technologies” mean Dell TechnologiesInc. and its consolidated subsidiaries, references to “Dell” mean Dell Inc. and Dell Inc.’s consolidated subsidiaries, and references to “EMC” mean EMCCorporation and EMC Corporation’s consolidated subsidiaries.Our fiscal year is the 52- or 53-week period ending on the Friday nearest January 31. We refer to our fiscal years ended February 1, 2019, February 2,2018, and February 3, 2017 as “Fiscal 2019,” “Fiscal 2018,” and “Fiscal 2017,” respectively. Fiscal 2019 and Fiscal 2018 included 52 weeks. Fiscal2017 included 53 weeks, with the extra week included in the fourth quarter of Fiscal 2017.On September 7, 2016, we completed our acquisition by merger of EMC. The consolidated results of EMC are included in Dell Technologies’ consolidatedresults for Fiscal 2019, Fiscal 2018 and the portion of Fiscal 2017 subsequent to the EMC merger transaction. During Fiscal 2017, we closed the DellServices, Dell Software Group (“DSG”), and Enterprise Content Division (“ECD”) divestiture transactions. Accordingly, the results of operations of DellServices, DSG, and ECD, as well as the related gains or losses on sale, have been excluded from the results of continuing operations in the relevant periods.INTRODUCTIONDell Technologies is a leading global end-to-end technology provider, with a comprehensive portfolio of IT hardware, software and service solutionsspanning both traditional infrastructure and emerging, multi-cloud technologies that enable our customers to build their digital future and transform howthey work and live. We operate eight complementary businesses: our Infrastructure Solutions Group and our Client Solutions Group, as well as VMware, Inc.,Pivotal Software, Inc. (“Pivotal”), SecureWorks Corp. (“Secureworks”), RSA Security LLC (“RSA Security”), Virtustream Group Holdings, Inc.(“Virtustream”), and Boomi, Inc. (“Boomi”). Together, our strategically aligned family of businesses collaborate across key functional areas such astechnology and product development, marketing, go-to-market and global services, and are supported by Dell Financial Services. We believe this operationalphilosophy enables our platform to seamlessly deliver differentiated and holistic IT solutions to our customers, which has driven significant revenue growthand share gains.Dell Technologies operates with significant scale and an unmatched breadth of complementary offerings. Digital transformation has become essential to allbusinesses, and we have expanded our portfolio to include holistic solutions that enable our customers to drive their ongoing digital transformationinitiatives. Dell Technologies’ integrated solutions help customers modernize their IT infrastructure, address workforce transformation. and provide criticalsecurity solutions to protect against the ever increasing and evolving security threats. With our extensive portfolio and our commitment to innovation, wehave the ability to offer secure, integrated solutions that extend from the edge to the core to the cloud, and we are at the forefront of the software-defined andcloud native infrastructure era. Our end-to-end portfolio is supported by a differentiated go-to-market engine, which includes a 40,000-person sales force, aglobal network of channel partners, and a world-class supply chain that together drive revenue growth and operating efficiencies.42 Table of ContentsProducts and ServicesWe design, develop, manufacture, market, sell, and support a wide range of products and services. We are organized into the following business units, whichare our reportable segments: Infrastructure Solutions Group; Client Solutions Group; and VMware. Due to our divestitures of Dell Services, DSG, and ECD,the results of these businesses, as well as the related gains or losses on sale, have been excluded from the results of continuing operations in the relevantperiods.•Infrastructure Solutions Group (“ISG”) — ISG enables the digital transformation of our customers through our trusted multi-cloud and big datasolutions, which are built upon a modern data center infrastructure. Our comprehensive portfolio of advanced storage solutions includes traditionalstorage solutions as well as next-generation storage solutions (such as all-flash arrays, scale-out file, object platforms and software-definedsolutions), while our server portfolio includes high-performance rack, blade, tower and hyperscale servers. Our networking portfolio helps ourbusiness customers transform and modernize their infrastructure, mobilize and enrich end-user experiences, and accelerate business applications andprocesses. Our strengths in server, storage, and virtualization software solutions enable us to offer leading converged and hyper-converged solutions,allowing our customers to accelerate their IT transformation by acquiring scalable integrated IT solutions instead of building and assembling theirown IT platforms. ISG also offers attached software, peripherals and services, including support and deployment, configuration, and extendedwarranty services.We are continuing our journey to simplify our storage portfolio, with the goal of ensuring that we deliver the technology needed for our customers’digital transformation. As our storage portfolio evolves, we will continue to support our current portfolio of storage solutions.Approximately half of ISG revenue is generated by sales to customers in the Americas, with the remaining portion derived from sales to customers inthe Europe, Middle East, and Africa region (“EMEA”) and the Asia-Pacific and Japan region (“APJ”).•Client Solutions Group (“CSG”) — CSG includes branded hardware (such as desktops, workstations, and notebooks) and branded peripherals (suchas displays and projectors), as well as third-party software and peripherals. CSG also offers attached software, peripherals, and services, includingsupport and deployment, configuration, and extended warranty services.Approximately half of CSG revenue is generated by sales to customers in the Americas, with the remaining portion derived from sales to customersin EMEA and APJ.•VMware — The VMware reportable segment (“VMware”) reflects the operations of VMware, Inc. (NYSE: VMW) within Dell Technologies. SeeExhibit 99.1 filed with this report for further details on the differences between VMware reportable segment results and VMware, Inc. results.VMware works with customers in the areas of hybrid cloud, multi-cloud, modern applications, networking and security, and digital workspaces,helping customers manage their IT resources across private clouds and complex multi-cloud, multi-device environments. VMware’s portfoliosupports and addresses the key IT priorities of customers: accelerating their cloud journey, empowering digital workspaces, and transformingnetworking and security. VMware solutions provide a flexible digital foundation to enable the digital transformation of VMware’s customers as theyready their applications, infrastructure, and devices for their future business needs.Approximately half of VMware revenue is generated by sales to customers in the United States.Our other businesses, described below, consist of product and service offerings of Pivotal, Secureworks, RSA Security, Virtustream, and Boomi, each of whichis majority-owned by Dell Technologies. These businesses are not classified as reportable segments, either individually or collectively, as the results of thebusinesses are not material to our overall results and the businesses do not meet the criteria for reportable segments. See Note 19 of the Notes to theConsolidated Financial Statements included in this report for more information about our other businesses.43 Table of Contents•Pivotal (NYSE: PVTL) provides a leading cloud-native platform that makes software development and IT operations a strategic advantage forcustomers. Pivotal’s cloud-native platform, Pivotal Cloud Foundry, accelerates and streamlines software development by reducing the complexity ofbuilding, deploying and operating new cloud-native applications and modernizing legacy applications. On April 24, 2018, Pivotal completed aregistered underwritten initial public offering of its Class A common stock.•Secureworks (NASDAQ: SCWX) is a leading global provider of intelligence-driven information security solutions singularly focused on protectingits clients from cyber attacks. The solutions offered by Secureworks enable organizations of varying size and complexity to fortify their cyberdefenses to prevent security breaches, detect malicious activity in near real time, prioritize and respond rapidly to security incidents and predictemerging threats.•RSA Security provides essential cybersecurity solutions engineered to enable organizations to detect, investigate, and respond to advanced attacks,confirm and manage identities, and, ultimately, help reduce IP theft, fraud, and cybercrime.•Virtustream offers cloud software and infrastructure-as-a-service solutions that enable customers to migrate, run, and manage mission-criticalapplications in cloud-based IT environments. Beginning in the first quarter of Fiscal 2019, Virtustream results are reported within other businesses,rather than within ISG. This change in reporting structure did not impact our previously reported consolidated financial results, but our prior periodsegment results have been recast to reflect the change.•Boomi specializes in cloud-based integration, connecting information between existing on-premise and cloud-based applications to ensure businessprocesses are optimized, data is accurate and workflow is reliable.As the integration of our family of businesses matures, we believe the increasing collaboration, innovation and coordination of the operations and strategiesof our businesses, as well as our differentiated go-to-market model, will continue to drive revenue synergies. Through our coordinated R&D activities, we areable to jointly engineer leading innovative solutions that incorporate the distinct set of hardware, software and services across our businesses.Our products and services portfolio is continually evolving in response to industry dynamics. As a result, reclassifications of certain products and servicessolutions in major product categories may be required. For further discussion regarding our current reportable segments, see “Results of Operations —Business Unit Results.”Dell Financial ServicesDell Financial Services and its affiliates (“DFS”) support our businesses by offering and arranging various financing options and services for our customers inNorth America, Europe, Australia, and New Zealand. DFS originates, collects, and services customer receivables primarily related to the purchase or use of ourproduct, software, and service solutions. We also arrange financing for some of our customers in various countries where DFS does not currently operate as acaptive. DFS further strengthens our customer relationships through its flexible consumption models, which enable us to offer our customers the option topay over time and, in certain cases, based on utilization, providing them with financial flexibility to meet their changing technological requirements. Theresults of these operations are allocated to our segments based on the underlying product or service financed. For additional information about our financingarrangements, see Note 5 of the Notes to the Consolidated Financial Statements included in this report.Strategic Investments and AcquisitionsAs part of our strategy, we will continue to evaluate opportunities for strategic investments through our venture capital investment arm, Dell TechnologiesCapital, with a focus on emerging technology areas that are relevant to the Dell Technologies unique family of businesses and that will complement ourexisting portfolio of solutions. Our investment areas include storage, software-defined networking, management and orchestration, security, machine learningand artificial intelligence, Big Data and analytics, cloud, Internet of Things (“IoT”), and software development operations. In addition to these investments,we also may make disciplined acquisitions targeting businesses that advance our strategic objectives. As of February 1, 2019 and February 2, 2018, DellTechnologies held strategic investments of $1.0 billion and $0.7 billion, respectively.44 Table of ContentsBusiness Trends and ChallengesWe are seeing an unprecedented rate of change in the IT industry. Organizations of all kinds are embracing digital technology to achieve their businessobjectives. Our vision is to be an essential infrastructure company and leader in end-user computing, data center infrastructure solutions, virtualization, IoT,and cloud software that our customers continue to trust and rely on for their IT solutions and transformations as they embrace the multi-cloud environment oftoday. We accelerate results for our customers by enabling them to be more efficient, mobile, informed, and secure. We continue to invest in research anddevelopment, sales, and other key areas of our business to deliver superior products and solutions capabilities and to drive execution of long-term sustainablegrowth. We believe that our results will benefit from an integrated go-to-market strategy, including enhanced coordination among the family of DellTechnologies companies, and from our differentiated products and solutions capabilities. We intend to continue to execute on our business model and seekto balance liquidity, profitability, and growth to position our company for long-term success.We expect that ISG will continue to be impacted by the changing nature of the IT infrastructure market and competitive environment. Cloud-nativeapplications are expected to continue as a primary growth driver in the infrastructure market as IT organizations increasingly become multi-cloudenvironments. We believe the complementary cloud solutions across our business strongly position us to meet these demands for our customers who areincreasingly looking to leverage cloud-based computing. We also continue to be impacted by the emerging trends of enterprises deploying software-definedstorage, hyper-converged infrastructure, and modular solutions based on server-centric architectures. These trends are changing the way customers areconsuming our traditional storage offerings, and we are focused on enabling new capabilities in our storage portfolio. Offsetting such trends, however, is theunprecedented data growth throughout all industries, which is generating continued demand for our storage products and services. We have leading solutionsthrough our ISG and VMware data center offerings. In addition, through our research and development efforts, we expect to develop new solutions in thisrapidly changing industry that we believe will enable us to continue to provide superior solutions to our customers.In ISG, we are also seeing increased interest in flexible consumption models by our customers as they seek to build greater flexibility into their coststructures. These solutions are generally multi-year contracts that typically result in recognition of revenue over the term of the arrangement. We expect theseflexible consumption models will further strengthen our customer relationships and will provide more predictable revenue streams over time.We are able to leverage our traditional strength in the PC market to offer solutions and services that provide higher-value, recurring revenue streams. Givencurrent market trends, we expect that the demand environment will continue to be cyclical and that competitive dynamics will continue to pressure our CSGbusiness. However, we are committed to a long-term growth strategy that we believe will benefit from the consolidation trends that are occurring in ourmarkets. Our CSG offerings are an important element of our strategy, generating strong cash flow and opportunities for cross-selling of complementarysolutions.We manage our business on a U.S. dollar basis. However, we have a large global presence, generating approximately half of our revenue by sales to customersoutside of the United States during Fiscal 2019, Fiscal 2018, and Fiscal 2017. Our revenue, therefore, can be impacted by fluctuations in foreign currencyexchange rates. We utilize a comprehensive hedging strategy intended to mitigate the impact of foreign currency volatility over time, and we adjust pricingwhen possible to further minimize foreign currency impacts.Key Performance MetricsOur key performance metrics are net revenue, operating income, adjusted EBITDA, and cash flows from operations, which are discussed elsewhere in thisreport.EMC Merger TransactionAs described in Note 8 of the Notes to the Consolidated Financial Statements included in this report, on September 7, 2016, a wholly-owned mergersubsidiary of Dell Technologies merged with and into EMC, with EMC surviving the merger as a wholly-owned subsidiary of Dell Technologies Inc. (the“EMC merger transaction”).45 Table of ContentsPursuant to the terms of the merger agreement, upon the completion of the EMC merger transaction, each issued and outstanding share of common stock, parvalue $0.01 per share, of EMC (approximately 2.0 billion as of September 7, 2016) was converted into the right to receive (1) $24.05 in cash, without interest,and (2) 0.11146 validly issued, fully paid and non-assessable shares of common stock of Dell Technologies designated as Class V Common Stock, par value$0.01 per share, plus cash in lieu of any fractional shares. Shares of the Class V Common Stock were approved for listing on the New York Stock Exchange(the “NYSE”) under the ticker symbol “DVMT” and began trading on September 7, 2016.In connection with the EMC merger transaction, all principal, accrued but unpaid interest, fees, and other amounts (other than certain contingent obligations)outstanding at the effective time of the EMC merger transaction under EMC’s unsecured revolving credit facility, Dell’s asset-based revolving credit facility,and Dell’s term facilities were substantially repaid concurrently with the closing. Further, all commitments to lend and guarantees and security interests, asapplicable, in connection therewith were terminated or released. The aggregate amounts of principal, interest, and premium necessary to redeem in full theoutstanding $1.4 billion in aggregate principal amount of 5.625% Senior First Lien Notes due 2020 co-issued by Dell International L.L.C. and DenaliFinance Corp. were deposited with the trustee for such notes, and such notes were thereby satisfied and discharged, concurrently with the effective time of theEMC merger transaction. All of Dell’s other outstanding senior notes and all of EMC’s outstanding senior notes remained outstanding after the effective timeof the EMC merger transaction in accordance with their respective terms.Dell Technologies financed the EMC merger transaction, the repayment of the foregoing indebtedness of EMC and Dell outstanding as of the closing of theEMC merger transaction, and the payment of related fees and expenses, with debt financing arrangements in an aggregate principal amount of approximately$45.9 billion, equity financing arrangements of approximately $4.4 billion, and cash on hand of approximately $7.8 billion.See Note 6 and Note 8 of the Notes to the Consolidated Financial Statements included in this report for additional information regarding the EMC mergertransaction and the related financing transactions.Class V TransactionTransaction Terms — On December 28, 2018, we completed a transaction, referred to as the “Class V transaction,” pursuant to an Agreement and Plan ofMerger (the “Merger Agreement”), dated as of July 1, 2018 and amended as of November 14, 2018, between Dell Technologies and Teton Merger Sub Inc.(“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Dell Technologies. Pursuant to the Merger Agreement, Merger Sub was merged withand into Dell Technologies (the “Merger”), with Dell Technologies continuing as the surviving corporation.Dell Technologies completed the Class V transaction following approval of the transaction by its stockholders at a special meeting held on December 11,2018. Dell Technologies paid $14 billion in cash and issued 149,387,617 shares of its Class C Common Stock in connection with the Class V transaction.The Class C Common Stock began trading on the NYSE on a when-issued basis as of the opening of trading on December 26, 2018 and on a regular-waybasis as of the opening of trading on December 28, 2018. The Class V Common Stock ceased trading on the NYSE prior to the opening of trading onDecember 28, 2018.The Class V Common Stock was a type of common stock intended to track the economic performance of a portion of our interest in the Class V Group, whichconsisted solely of VMware, Inc. common stock held by Dell Technologies. As a result of the Class V transaction, pursuant to which all outstanding shares ofClass V Common Stock ceased to be outstanding, the tracking stock feature of our capital structure was terminated. The Class C Common Stock issued toformer holders of the Class V Common Stock represents an interest in Dell Technologies’ entire business and, unlike the Class V Common Stock, is notintended to track the performance of any distinct assets or business. Our amended and restated certificate of incorporation that went into effect as of theeffective time of the Merger (the “Effective Time”) prohibits Dell Technologies from issuing shares of Class V Common Stock.At the Effective Time, each outstanding share of Class V Common Stock was exchanged for either (1) $120.00 in cash, without interest, subject to a cap of$14 billion on the aggregate cash consideration, or (2) 1.8066 shares of Class C Common Stock. The exchange ratio was calculated based on the aggregateamount of cash elections, as well as the aggregate volume-weighted average price per share of Class V Common Stock on the NYSE (as reported onBloomberg) of $104.8700 for the period of 17 consecutive trading days that began on November 28, 2018 and ended on December 21, 2018.46 Table of ContentsThe aggregate cash consideration and the fees and expenses incurred in connection with the Class V transaction were funded with proceeds of $3.67 billionfrom new term loans under our senior secured credit facilities, proceeds of a margin loan financing in an aggregate principal amount of $1.35 billion,proceeds of Dell Technologies’ pro-rata portion, in the amount of $8.87 billion, of a special $11 billion cash dividend paid by VMware, Inc. in connectionwith the Class V transaction, and cash on hand at Dell Technologies and its subsidiaries. See Note 6 of the Notes to the Consolidated Financial Statementsincluded in this report for information about the debt we incurred to finance the Class V transaction.For additional information about the Class V transaction, see “Part I — Item 1 — Business.”Accounting Treatment — The Merger and the Class V transaction have been accounted for as a hybrid liability and equity transaction involving therepurchase of outstanding common stock, with the consideration consisting of a variable combination of cash and shares. Upon settlement, the accounting forthe Class V transaction reflected that the outstanding Class V Common Stock was canceled and exchanged for shares of Class C Common Stock or $120.00per share in cash or combination of cash and shares, depending on each holder’s election and subject to proration of the cash elections. The variable nature ofthe cash obligation to repurchase the shares of Class V Common Stock required us to settle a portion of the shares in exchange for cash and therefore wasaccounted for as a financial instrument with an immaterial mark-to-market adjustment for the change in fair value from the date of the stockholder meeting atwhich our stockholders voted to approve the Class V transaction to the election deadline by which holders of Class V Common Stock elected the form ofconsideration for which they exchanged their shares.47 Table of ContentsNON-GAAP FINANCIAL MEASURESIn this management’s discussion and analysis, we use supplemental measures of our performance which are derived from our consolidated financialinformation but which are not presented in our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measuresinclude non-GAAP product net revenue; non-GAAP services net revenue; non-GAAP net revenue; non-GAAP product gross margin; non-GAAP services grossmargin; non-GAAP gross margin; non-GAAP operating expenses; non-GAAP operating income; non-GAAP net income from continuing operations; earningsbefore interest and other, net, taxes, depreciation, and amortization (“EBITDA”); and adjusted EBITDA. We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from ourGAAP results allows management to better understand our consolidated financial performance from period to period and better project our futureconsolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures.Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results byfacilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There arelimitations to the use of the non-GAAP financial measures presented in this report. Our non-GAAP financial measures may not be comparable to similarlytitled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than wedo, limiting the usefulness of those measures for comparative purposes.Non-GAAP product net revenue, non-GAAP services net revenue, non-GAAP net revenue, non-GAAP product gross margin, non-GAAP services gross margin,non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, and non-GAAP net income from continuing operations, as defined byus, exclude amortization of intangible assets, the impact of purchase accounting, transaction-related expenses, other corporate expenses and, for non-GAAPnet income from continuing operations, fair value adjustments on equity adjustments and an aggregate adjustment for income taxes. As the excluded itemshave a material impact on our financial results, our management compensates for this limitation by relying primarily on our GAAP results and using non-GAAP financial measures supplementally or for projections when comparable GAAP financial measures are not available. The non-GAAP financial measuresare not meant to be considered as indicators of performance in isolation from or as a substitute for net revenue, gross margin, operating expenses, operatingincome, or net income prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis.Reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure are presented below. We encourage you toreview the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. The discussion belowincludes information on each of the excluded items as well as our reasons for excluding them from our non-GAAP results. In future fiscal periods, we mayexclude such items and may incur income and expenses similar to these excluded items. Accordingly, the exclusion of these items and other similar items inour non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent, or unusual.Dell Technologies’ non-GAAP net income from continuing operations now excludes, among other items, fair value adjustments on equity investments aswell as discrete tax items. These items were not excluded in the prior presentation of our non-GAAP net income from continuing operations. Upon our returnto the public markets in December 2018 as a result of the Class V transaction, we reevaluated the presentation of non-GAAP net income from continuingoperations and made these changes to facilitate the evaluation of our current operating performance and the comparability of our current operatingperformance to our past operating performance. Non-GAAP net income from continuing operations for prior periods has been recast to reflect the currentpresentation. The following is a summary of the items excluded from the most comparable GAAP financial measures to calculate our non-GAAP financialmeasures:•Amortization of Intangible Assets — Amortization of intangible assets primarily consists of amortization of customer relationships, developedtechnology, and trade names. In connection with the EMC merger transaction and the acquisition of Dell Inc. by Dell Technologies Inc. on October 29,2013, referred to as the going-private transaction, all of the tangible and intangible assets and liabilities of EMC and Dell, respectively, were accountedfor and recognized at fair value on the transaction dates. Accordingly, for the periods presented, amortization of intangible assets represents amortizationassociated with intangible assets recognized in connection with the EMC merger transaction and the going-private transaction. Amortization charges forpurchased intangible assets are significantly impacted by the timing and magnitude of our acquisitions, and these charges may vary in amount fromperiod to period. We exclude these charges for purposes of calculating the non-GAAP financial measures presented below to facilitate a more meaningfulevaluation of our current operating performance and comparisons to our past operating performance.48 Table of Contents•Impact of Purchase Accounting — The impact of purchase accounting includes purchase accounting adjustments, related to the EMC merger transactionand, to a lesser extent, the going-private transaction, recorded under the acquisition method of accounting in accordance with the accounting guidancefor business combinations. This guidance prescribes that the purchase price be allocated to assets acquired and liabilities assumed based on the estimatedfair value of such assets and liabilities on the date of the transaction. Accordingly, all of the assets and liabilities acquired in the EMC merger transactionand the going-private transaction were accounted for and recognized at fair value as of the respective transaction dates, and the fair value adjustments arebeing amortized over the estimated useful lives in the periods following the transactions. The fair value adjustments primarily relate to deferred revenue,inventory, and property, plant, and equipment. The purchase accounting adjustments and related amortization of those adjustments are reflected in ourGAAP results; however, we evaluate the operating results of the underlying businesses on a non-GAAP basis, after removing such adjustments. Webelieve that excluding the impact of purchase accounting provides results that are useful in understanding our current operating performance andprovides more meaningful comparisons to our past operating performance.•Transaction-related Expenses — Transaction-related expenses consist of acquisition, integration, and divestiture related costs, as well as the costsincurred in the Class V transaction, and are expensed as incurred. These expenses primarily represent costs for legal, banking, consulting, and advisoryservices, as well as certain compensatory retention awards directly related to the EMC merger transaction. For Fiscal 2019, this category also includedcharges related to integration of our inventory policies and management process. During Fiscal 2019, we incurred approximately $316 million for thecompletion of the Class V transaction, expenses of approximately $116 million for customer evaluation units, and approximately $100 million formanufacturing and engineering inventory. During Fiscal 2017, transaction-related expenses included $0.8 billion in day one stock-based compensationcharges primarily related to the acceleration of vesting of EMC equity awards and related taxes incurred in connection with the EMC merger transaction.•Other Corporate Expenses — Other corporate expenses consist of goodwill impairment charges, severance, facility action costs, and stock-basedcompensation expense associated with equity awards. In the third quarter of Fiscal 2019, we incurred a goodwill impairment charge of $190 million. SeeNote 8 of the Notes to the Consolidated Financial Statements for additional information about goodwill impairment testing. Severance costs areprimarily related to severance and benefits for employees terminated pursuant to cost savings initiatives. Facility action costs were $22 million duringFiscal 2019, compared to $205 million during Fiscal 2018. We continue to integrate owned and leased facilities and may incur additional costs as weseek opportunities for operational efficiencies. Other corporate expenses vary from period to period and are significantly impacted by the timing andnature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these charges for purposes ofcalculating the non-GAAP financial measures presented below facilitates a more meaningful evaluation of our current operating performance andcomparisons to our past operating performance.•Fair Value Adjustments on Equity Investments — Fair value adjustments on equity investments primarily consists of the gain (loss) on strategicinvestments, which includes the recurring fair value adjustments of investments in publicly-traded companies, as well as those in privately-heldcompanies, which are adjusted for observable price changes, and to a lesser extent any potential impairments. Given the volatility in the ongoingadjustments to the valuation of these strategic investments, we believe that excluding these charges for purposes of calculating non-GAAP net incomefrom continuing operations presented below facilitates a more meaningful evaluation of our current operating performance and comparisons to our pastoperating performance.•Aggregate Adjustment for Income Taxes — The aggregate adjustment for income taxes is the estimated combined income tax effect for the adjustmentsdescribed above, as well as an adjustment for discrete tax items. Due to the variability in recognition of discrete tax items from period to period, webelieve that excluding these benefits or charges for purposes of calculating non-GAAP net income from continuing operations facilitates a moremeaningful evaluation of our current operating performance and comparisons to our past operating performance. The tax effects are determined based onthe tax jurisdictions where the above items were incurred.49 Table of ContentsThe table below presents a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure for each of the periodspresented: Fiscal Year Ended February 1, 2019 % Change February 2, 2018 % Change February 3, 2017 (in millions, except percentages)Product net revenue$71,287 16% $61,251 20% $51,057Non-GAAP adjustments: Impact of purchase accounting61 170 300Non-GAAP product net revenue$71,348 16% $61,421 20% $51,357 Services net revenue$19,334 9% $17,789 60% $11,107Non-GAAP adjustments: Impact of purchase accounting642 1,099 852Non-GAAP services net revenue$19,976 6% $18,888 58% $11,959 Net revenue$90,621 15% $79,040 27% $62,164Non-GAAP adjustments: Impact of purchase accounting703 1,269 1,152Non-GAAP net revenue$91,324 14% $80,309 27% $63,316 Product gross margin$13,398 36% $9,818 28% $7,669Non-GAAP adjustments: Amortization of intangibles2,883 3,694 1,652Impact of purchase accounting78 213 1,104Transaction-related expenses210 11 24Other corporate expenses32 25 29Non-GAAP product gross margin$16,601 21% $13,761 31% $10,478 Services gross margin$11,655 9% $10,719 79% $5,980Non-GAAP adjustments: Amortization of intangibles— — 1Impact of purchase accounting642 1,099 875Transaction-related expenses3 13 19Other corporate expenses121 76 128Non-GAAP services gross margin$12,421 4% $11,907 70% $7,003 Gross margin$25,053 22% $20,537 50% $13,649Non-GAAP adjustments: Amortization of intangibles2,883 3,694 1,653Impact of purchase accounting720 1,312 1,979Transaction-related expenses213 24 43Other corporate expenses153 101 157Non-GAAP gross margin$29,022 13% $25,668 47% $17,48150 Table of Contents Fiscal Year Ended February 1, 2019 % Change February 2, 2018 % Change February 3, 2017 (in millions, except percentages)Operating expenses$25,244 10% $22,953 43 % $16,039Non-GAAP adjustments: Amortization of intangibles(3,255) (3,286) (2,028)Impact of purchase accounting(100) (234) (287)Transaction-related expenses(537) (478) (1,445)Other corporate expenses(1,184) (1,059) (745)Non-GAAP operating expenses$20,168 13% $17,896 55 % $11,534 Operating loss$(191) 92% $(2,416) (1)% $(2,390)Non-GAAP adjustments: Amortization of intangibles6,138 6,980 3,681Impact of purchase accounting820 1,546 2,266Transaction-related expenses750 502 1,488Other corporate expenses1,337 1,160 902Non-GAAP operating income$8,854 14% $7,772 31 % $5,947 Net loss from continuing operations$(2,181) 25% $(2,926) 5 % $(3,074)Non-GAAP adjustments: Amortization of intangibles6,138 6,980 3,681Impact of purchase accounting820 1,546 2,266Transaction-related expenses824 502 1,485Other corporate expenses1,337 1,160 902Fair value adjustments on equity investments(342) (72) (4)Aggregate adjustment for income taxes(1,369) (2,835) (2,158)Non-GAAP net income from continuingoperations (a)$5,227 20% $4,355 41 % $3,098_________________(a) Non-GAAP net income from continuing operations has been recast to exclude fair value adjustments on equity investments, the corresponding tax effectsof those adjustments, and discrete tax items.In addition to the above measures, we also use EBITDA and adjusted EBITDA to provide additional information for evaluation of our operating performance.Adjusted EBITDA excludes purchase accounting adjustments related to the EMC merger transaction and the going-private transaction, acquisition,integration, and divestiture related costs, costs incurred in the Class V transaction, goodwill impairment charges, severance and facility action costs, andstock-based compensation expense. We believe that, due to the non-operational nature of the purchase accounting entries, it is appropriate to exclude theseadjustments.As is the case with the non-GAAP measures presented above, users should consider the limitations of using EBITDA and adjusted EBITDA, including the factthat those measures do not provide a complete measure of our operating performance. EBITDA and adjusted EBITDA do not purport to be alternatives to netincome (loss) as measures of operating performance or to cash flows from operating activities as a measure of liquidity. In particular, EBITDA and adjustedEBITDA are not intended to be a measure of free cash flow available for management’s discretionary use, as these measures do not consider certain cashrequirements, such as working capital needs, capital expenditures, contractual commitments, interest payments, tax payments, and other debt servicerequirements.51 Table of ContentsThe table below presents a reconciliation of EBITDA and adjusted EBITDA to net loss from continuing operations for the periods presented: Fiscal Year Ended February 1, 2019 % Change February 2, 2018 % Change February 3, 2017 (in millions, except percentages)Net loss from continuing operations$(2,181) 25% $(2,926) 5% $(3,074)Adjustments: Interest and other, net (a)2,170 2,353 2,104Income tax benefit(180) (1,843) (1,420)Depreciation and amortization7,746 8,634 4,840EBITDA$7,555 22% $6,218 154% $2,450 EBITDA$7,555 22% $6,218 154% $2,450Adjustments: Stock-based compensation expense918 835 392Impact of purchase accounting (b)704 1,274 1,898Transaction-related expenses (c)722 502 1,525Other corporate expenses (d)397 305 510Adjusted EBITDA$10,296 13% $9,134 35% $6,775____________________(a)See “Results of Operations — Interest and Other, Net” for more information on the components of interest and other, net.(b)This amount includes the non-cash purchase accounting adjustments related to the EMC merger transaction and the going-private transaction.(c)Transaction-related expenses consist of acquisition, integration, and divestiture related costs, as well as the costs incurred in the Class V transaction.(d)Consists of goodwill impairment charges, severance, and facility action costs.52 Table of ContentsRESULTS OF OPERATIONSConsolidated ResultsThe following table summarizes our consolidated results from continuing operations for each of the periods presented. Unless otherwise indicated, allchanges identified for the current period results represent comparisons to results for the prior corresponding fiscal period. Multiple accounting standards wereadopted during the first quarter of Fiscal 2019, which resulted in adjustment or reclassification of amounts previously reported. See Note 2 of the Notes to theConsolidated Financial Statements included in this report for further information regarding our recently adopted accounting standards. Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 Dollars % ofNet Revenue %Change Dollars % ofNet Revenue %Change Dollars % ofNet Revenue (in millions, except percentages)Net revenue: Product$71,287 78.7 % 16% $61,251 77.5 % 20 % $51,057 82.1 %Services19,334 21.3 % 9% 17,789 22.5 % 60 % 11,107 17.9 %Total net revenue$90,621 100.0 % 15% $79,040 100.0 % 27 % $62,164 100.0 %Gross margin: Product (a)$13,398 18.8 % 36% $9,818 16.0 % 28 % $7,669 15.0 %Services (b)11,655 60.3 % 9% 10,719 60.3 % 79 % 5,980 53.8 %Total gross margin$25,053 27.6 % 22% $20,537 26.0 % 50 % $13,649 22.0 %Operating expenses$25,244 27.8 % 10% $22,953 29.0 % 43 % $16,039 25.8 %Operating loss$(191) (0.2)% 92% $(2,416) (3.1)% (1)% $(2,390) (3.8)%Net loss from continuing operations$(2,181) (2.4)% 25% $(2,926) (3.7)% 5 % $(3,074) (4.9)%Net loss attributable to Dell Technologies Inc.$(2,310) (2.5)% 19% $(2,849) (3.6)% (144)% $(1,167) (1.9)% Non-GAAP Financial Information Non-GAAP net revenue: Product$71,348 78.1 % 16% $61,421 76.5 % 20 % $51,357 81.1 %Services19,976 21.9 % 6% 18,888 23.5 % 58 % 11,959 18.9 %Total non-GAAP net revenue$91,324 100.0 % 14% $80,309 100.0 % 27 % $63,316 100.0 %Non-GAAP gross margin: Product (a)$16,601 23.3 % 21% $13,761 22.4 % 31 % $10,478 20.4 %Services (b)12,421 62.2 % 4% 11,907 63.0 % 70 % 7,003 58.6 %Total non-GAAP gross margin$29,022 31.8 % 13% $25,668 32.0 % 47 % $17,481 27.6 %Non-GAAP operating expenses$20,168 22.1 % 13% $17,896 22.3 % 55 % $11,534 18.2 %Non-GAAP operating income$8,854 9.7 % 14% $7,772 9.7 % 31 % $5,947 9.4 %Non-GAAP net income from continuing operations (c)$5,227 5.7 % 20% $4,355 5.4 % 41 % $3,098 4.9 %EBITDA$7,555 8.3 % 22% $6,218 7.7 % 154 % $2,450 3.9 %Adjusted EBITDA$10,296 11.3 % 13% $9,134 11.4 % 35 % $6,775 10.7 %____________________(a)Product gross margin percentages represent product gross margin as a percentage of product net revenue, and non-GAAP product gross marginpercentages represent non-GAAP product gross margin as a percentage of non-GAAP product net revenue.(b)Services gross margin percentages represent services gross margin as a percentage of services net revenue, and non-GAAP services gross marginpercentages represent non-GAAP services gross margin as a percentage of non-GAAP services net revenue.(c)Non-GAAP net income from continuing operations has been recast to exclude fair value adjustments on equity investments, the corresponding tax effectsof those adjustments, and discrete tax items.53 Table of ContentsNon-GAAP product net revenue, non-GAAP services net revenue, non-GAAP net revenue, non-GAAP product gross margin, non-GAAP services gross margin,non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income from continuing operations, EBITDA, andadjusted EBITDA are not measurements of financial performance prepared in accordance with GAAP. Non-GAAP financial measures as a percentage ofrevenue are calculated based on non-GAAP net revenue. See “Non‑GAAP Financial Measures” for additional information about these non-GAAP financialmeasures, including our reasons for including these measures, material limitations with respect to the usefulness of the measures, and a reconciliation of eachnon-GAAP financial measure to the most directly comparable GAAP financial measure.As a result of the EMC merger transaction completed on September 7, 2016 and its impact on Fiscal 2017 results, our results for the comparison of Fiscal2018 and Fiscal 2017 discussed below are not directly comparable.OverviewThe strong global macroeconomic environment throughout Fiscal 2019 has generated robust demand for our products. We believe we are well-positioned tomeet this demand with complementary solutions across our strategically aligned family of businesses. During Fiscal 2019, our net revenue and non-GAAP netrevenue increased 15% and 14%, respectively. The increases in net revenue and non-GAAP net revenue were attributable to increases in net revenue acrossall three business units. The momentum in server, client, and VMware that started building last year has continued in Fiscal 2019, and we are seeing progressin the growth of our storage business revenue.During Fiscal 2019 and Fiscal 2018, our operating loss was $191 million and $2.4 billion, respectively. The decrease in our operating loss for Fiscal 2019was primarily attributable to a decrease in amortization of intangible assets and purchase accounting adjustments related to the EMC merger transaction andan increase in operating income for ISG, and, to a lesser extent, VMware.Amortization of intangible assets and purchase accounting adjustments that impacted operating income totaled $7.0 billion and $8.5 billion for Fiscal 2019and Fiscal 2018, respectively. Excluding these costs, transaction-related expenses, and other corporate expenses, non-GAAP operating income increased 14%to $8.9 billion during Fiscal 2019. The increase in non-GAAP operating income for Fiscal 2019 was primarily due to an increase in operating income for ISGand, to a lesser extent, VMware.Cash provided by operating activities was $7.0 billion and $6.8 billion during Fiscal 2019 and Fiscal 2018, respectively. The increase in operating cashflows during Fiscal 2019 was driven by business momentum, improved profitability, and an increase in deferred revenue. See “Market Conditions, Liquidity,Capital Commitments, and Contractual Cash Obligations” for further information on our cash flow metrics.Net RevenueFiscal 2019 compared to Fiscal 2018During Fiscal 2019, our net revenue and non-GAAP net revenue increased 15% and 14%, respectively. The increases in net revenue and non-GAAP netrevenue were attributable to increases in net revenue across all three business units. See “Business Unit Results” for further information.•Product Net Revenue — Product net revenue includes revenue from the sale of hardware products and software licenses. During Fiscal 2019, bothproduct net revenue and non-GAAP product net revenue increased 16%. These increases were attributable to an increase in product revenue across allthree business units, driven by strength in sales across all product categories.•Services Net Revenue — Services net revenue includes revenue from our services offerings and support services related to hardware products andsoftware licenses. During Fiscal 2019, services net revenue and non-GAAP services net revenue increased 9% and 6%, respectively. These increases wereprimarily due to an increase in services revenue for hardware support and deployment and software maintenance due to growth in the business. A portionof services net revenue is derived from offerings that have been deferred over a period of time, and, as a result, reported services net revenue growth rateswill be different than product net revenue growth rates.From a geographical perspective, net revenue generated by sales to customers in all regions increased in Fiscal 2019 due to strong performance globally in allthree business units.54 Table of ContentsFiscal 2018 compared to Fiscal 2017During Fiscal 2018, our net revenue and non-GAAP net revenue both increased 27%, primarily due to the incremental net revenue from the EMC acquiredbusinesses and, to a lesser extent, an increase in CSG net revenue. See “Business Unit Results” for further information.•Product Net Revenue — During Fiscal 2018, product net revenue and non-GAAP product net revenue both increased 20%, primarily due to theincremental product net revenue from the EMC acquired businesses and, to a lesser extent, an increase in CSG product net revenue. The increases inproduct net revenue and non-GAAP product net revenue during Fiscal 2018 were driven by strength in sales of notebooks, workstations, servers, andVMware license revenue.•Services Net Revenue — During Fiscal 2018, services net revenue and non-GAAP services net revenue increased 60% and 58%, respectively. Theseincreases were primarily due to the incremental services net revenue from the EMC acquired businesses.From a geographical perspective, net revenue generated by sales to customers in all regions increased in Fiscal 2018 primarily as a result of the incrementalnet revenue from the EMC acquired businesses. Our mix of revenues generated in the Americas, EMEA, and APJ did not change substantially as a result ofthe EMC merger transaction.Gross MarginFiscal 2019 compared to Fiscal 2018During Fiscal 2019, our gross margin increased 22% to $25.1 billion, and our gross margin percentage increased 160 basis points to 27.6%. The increase inour gross margin percentage during Fiscal 2019 was primarily attributable to a decrease in amortization of intangibles and purchase accounting adjustments,offset partially by gross margin rate pressure in CSG and product mix dynamics in ISG due to growth in sales of servers, which typically have a lower grossmargin than storage products.Our gross margin for Fiscal 2019 and Fiscal 2018 included the impact of amortization of intangibles and purchase accounting adjustments of $3.6 billion and$5.0 billion, respectively. Excluding these costs, transaction-related expenses, and other corporate expenses, non-GAAP gross margin for Fiscal 2019increased 13% to $29.0 billion, and non-GAAP gross margin percentage decreased 20 basis points to 31.8%. The increase in our non-GAAP gross margin wasattributable to increases in gross margin across all three business units. The decrease in our non-GAAP gross margin percentage was primarily due to productmix dynamics in ISG due to growth in sales of servers and gross margin rate pressure in CSG.•Products — During Fiscal 2019, product gross margin increased 36% to $13.4 billion, and product gross margin percentage increased 280 basis points to18.8%. The increases in both product gross margin and product gross margin percentage were primarily attributable to a decrease in amortization ofintangibles and purchase accounting adjustments. During Fiscal 2019, non-GAAP product gross margin increased 21% to $16.6 billion, and non-GAAPproduct gross margin percentage increased 90 basis points to 23.3%. The increases in product gross margin and non-GAAP product gross margin weredriven primarily by increases in product revenue in all three business units due to strength in sales of ISG servers and storage, CSG commercial products,and VMware software licenses. Product gross margin percentage and non-GAAP product gross margin percentage increased primarily as a result of higherproduct gross margin percentages for ISG and VMware.Our gross margins include benefits relating primarily to settlements from certain vendors regarding their past pricing practices. During Fiscal 2018, weentered into a settlement agreement with a vendor to resolve a dispute regarding past pricing practices. Vendor settlements are allocated to our segmentsbased on the relative amount of affected vendor products sold by each segment. Our gross margin for Fiscal 2018 included a benefit of $68million related to receipt of payment under the settlement, which was entirely allocated to CSG.55 Table of Contents•Services — During Fiscal 2019, services gross margin increased 9% to $11.7 billion, and services gross margin percentage was consistent at 60.3%.Services gross margin increased due to growth in services gross margin in CSG and VMware, particularly in hardware support and deployment andsoftware maintenance. During Fiscal 2019 and Fiscal 2018, services gross margin also benefited from a decrease in purchase accounting adjustments,which totaled $0.6 billion and $1.1 billion, respectively. Excluding these costs, transaction-related expenses, and other corporate expenses, non-GAAPservices gross margin increased 4% to $12.4 billion, and non-GAAP services gross margin percentage decreased 80 basis points to 62.2%. Services grossmargin percentage decreased primarily due to lower services gross margin percentages in all three business units.Fiscal 2018 compared to Fiscal 2017During Fiscal 2018, our gross margin increased 50% to $20.5 billion, and our gross margin percentage increased 400 basis points to 26.0%. The increases inour gross margin and gross margin percentage were primarily attributable to incremental gross margin from the EMC acquired businesses, which have highergross margin percentages. The effect of the higher gross margin and gross margin percentage was partially offset by the combined impact of amortization ofintangibles and purchase accounting adjustments as a result of the EMC merger transaction.Our gross margin for the Fiscal 2018 and Fiscal 2017 included the effect of amortization of intangibles and purchase accounting adjustments related to theEMC merger transaction and, to a lesser extent, the going-private transaction, of $5.0 billion and $3.6 billion, respectively. Excluding these costs,transaction-related expenses, and other corporate expenses, total non-GAAP gross margin for Fiscal 2018 increased 47% to $25.7 billion and non-GAAPgross margin percentage increased 440 basis points to 32.0%. The increase in non-GAAP gross margin and non-GAAP gross margin percentage was primarilyattributable to incremental gross margin from the EMC acquired businesses.•Products — During Fiscal 2018, product gross margin increased 28% to $9.8 billion, and product gross margin percentage increased 100 basis points to16.0%. These increases in product gross margin and product gross margin percentage were driven primarily by additional product gross margin from theEMC acquired businesses, which was partially offset by an increase in amortization of intangibles related to the EMC merger transaction, and to a lesserextent, component cost pressures in CSG and ISG.During Fiscal 2018, non-GAAP product gross margin increased 31% to $13.8 billion, and non-GAAP product gross margin percentage increased 200basis points to 22.4%. The increase in non-GAAP product gross margin from the EMC acquired businesses was partially offset by component costpressures in CSG and ISG. Gross margin strengthened throughout Fiscal 2018 as we managed our pricing in response to the cost environment during theperiod.Our gross margins included benefits related to receipts under vendor settlements of $68 million and $80 million for Fiscal 2018 and Fiscal 2017,respectively. These benefits were entirely allocated to CSG.•Services — During Fiscal 2018, services gross margin increased 79% to 10.7 billion, and services gross margin percentage increased 650 basis points to60.3%. During Fiscal 2018, non-GAAP services gross margin increased 70% to $11.9 billion, and non-GAAP services gross margin percentage increased440 basis points to 63.0%. These increases were primarily attributable to the incremental services gross margin from the EMC acquired businesses.Vendor Programs and SettlementsOur gross margin is affected by our ability to achieve competitive pricing with our vendors and contract manufacturers, including through our negotiation ofa variety of vendor rebate programs to achieve lower net costs for the various components we include in our products. Under these programs, vendors provideus with rebates or other discounts from the list prices for the components, which are generally elements of their pricing strategy. We account for vendorrebates and other discounts as a reduction in cost of net revenue. We manage our costs on a total net cost basis, which includes supplier list prices reduced byvendor rebates and other discounts.56 Table of ContentsThe terms and conditions of our vendor rebate programs are largely based on product volumes and are generally negotiated either at the beginning of theannual or quarterly period, depending on the program. The timing and amount of vendor rebates and other discounts we receive under the programs may varyfrom period to period, reflecting changes in the competitive environment. We monitor our component costs and seek to address the effects of any changes toterms that might arise under our vendor rebate programs. Our gross margins for Fiscal 2019 and Fiscal 2018 were not materially affected by any changes tothe terms of our vendor rebate programs, as the amounts we received under these programs were generally stable relative to our total net cost. We are notaware of any significant changes to vendor pricing or rebate programs that may impact our results in the near term.In addition, we have pursued legal action against certain vendors and are currently involved in negotiations with other vendors regarding their past pricingpractices. We have negotiated settlements with some of these vendors and may have additional settlements in future periods. These settlements are allocatedto our segments based on the relative amount of affected vendor products sold by each segment. No such settlements were recorded in Fiscal 2019 that wouldhave a material impact on product gross margins or affect comparability with product gross margin in Fiscal 2018. Pricing settlements benefited product grossmargins in Fiscal 2018 and Fiscal 2017 by $68 million, and $80 million, respectively.Operating ExpensesThe following table presents information regarding our operating expenses during each of the periods presented: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 Dollars % ofNet Revenue %Change Dollars % ofNet Revenue %Change Dollars % ofNet Revenue (in millions, except percentages)Operating expenses: Selling, general, and administrative$20,640 22.7% 11% $18,569 23.6% 39% $13,403 21.6%Research and development4,604 5.1% 5% 4,384 5.5% 66% 2,636 4.2%Total operating expenses$25,244 27.8% 10% $22,953 29.1% 43% $16,039 25.8% Other Financial Information Non-GAAP operating expenses$20,168 22.1% 13% $17,896 22.3% 55% $11,534 18.2%Fiscal 2019 compared to Fiscal 2018During Fiscal 2019, total operating expenses increased 10%. Our operating expenses include the impact of purchase accounting, amortization of intangibleassets, transaction-related expenses, and other corporate expenses. Other corporate expenses included a goodwill impairment charge of approximately $190million recorded during Fiscal 2019. In aggregate, these items totaled $5.1 billion for both Fiscal 2019 and Fiscal 2018. Excluding these costs, total non-GAAP operating expenses for Fiscal 2019 increased 13%. The increases in operating expenses and non-GAAP operating expenses were primarily due to anincrease in selling, general, and administrative expenses associated with our revenue growth and sales headcount.•Selling, General, and Administrative — Selling, general, and administrative (“SG&A”) expenses increased 11% during Fiscal 2019. The increases inSG&A expenses were primarily driven by investments in our go-to-market capabilities, including sales headcount, and higher performance-basedcompensation and commission costs, as well as a goodwill impairment charge of approximately $190 million recorded during the third quarter of Fiscal2019.•Research and Development — Research and development (“R&D”) expenses are primarily composed of personnel-related expenses related to productdevelopment. R&D expenses as a percentage of net revenue for Fiscal 2019 and Fiscal 2018 were approximately 5.1% and 5.5%, respectively. Thedecreases in R&D expenses as a percentage of net revenue were attributable to revenue growth that outpaced the scale of R&D investments. As ourindustry continues to change and as the needs of our customers evolve, we intend to support R&D initiatives to innovate and introduce new andenhanced solutions into the market.57 Table of ContentsWe continue to make investments designed to enable growth, particularly in our sales force, marketing, and R&D, while balancing our efforts to drive costefficiencies in the business. We also expect to continue to make investments in support of our own digital transformation to modernize and streamline our IToperations.Fiscal 2018 compared to Fiscal 2017During Fiscal 2018, total operating expenses increased 43%. Our operating expenses during Fiscal 2018 and Fiscal 2017 included the impact of purchaseaccounting associated with the EMC merger transaction and, to a lesser extent, the going-private transaction, amortization of intangible assets, transaction-related expenses, and other corporate expenses. In aggregate, these items totaled $5.1 billion and $4.5 billion for Fiscal 2018 and Fiscal 2017, respectively.Excluding these costs, total non-GAAP operating expenses increased 55%. The increases in operating expenses and non-GAAP operating expenses wereprimarily due to the incremental operating costs from the EMC acquired businesses.•Selling, General, and Administrative — SG&A expenses increased 39% during Fiscal 2018. The increases in SG&A expenses were primarily driven byincremental operating costs of the EMC acquired businesses.•Research and Development — R&D expenses as a percentage of net revenue for Fiscal 2018 and Fiscal 2017 were approximately 5.5% and 4.2%,respectively. The increase in R&D expenses was attributable to the expansion of our R&D capability through the EMC merger transaction. Operating Income/LossFiscal 2019 compared to Fiscal 2018During Fiscal 2019, our operating loss decreased 92% to $191 million. The decrease in our operating loss for Fiscal 2019 was primarily attributable to adecrease in amortization of intangible assets and purchase accounting adjustments and an increase in operating income for ISG, and to a lesser extent,VMware.Amortization of intangible assets and purchase accounting adjustments that impacted operating income totaled $7.0 billion and $8.5 billion for Fiscal 2019and Fiscal 2018, respectively. Excluding these costs, transaction-related expenses, and other corporate expenses, non-GAAP operating income increased 14%to $8.9 billion during Fiscal 2019. The increase in non-GAAP operating income for Fiscal 2019 was primarily due to an increase in operating income for ISG,and to a lesser extent, VMware.Fiscal 2018 compared to Fiscal 2017Our operating loss increased 1% during Fiscal 2018, primarily due to higher operating expenses from the EMC acquired businesses as well as an increase inamortization of intangibles related to the EMC merger transaction, the effects of which were mostly offset by an increase in gross margin. While the EMCacquired businesses contributed higher gross margin overall, we experienced gross margin pressure in ISG related to the changing product mix within ISG aswell as component cost inflation, particularly for memory components used in ISG products.Our operating loss includes the impact of purchase accounting associated with the EMC merger transaction and, to a lesser extent, the going-privatetransaction, amortization of intangible assets, transaction-related expenses, and other corporate expenses. In aggregate, these items totaled $10.2 billion and$8.3 billion for Fiscal 2018 and Fiscal 2017, respectively. Excluding these costs, non-GAAP operating income for Fiscal 2018 increased 31% to $7.8 billion.The increase in non-GAAP operating income for Fiscal 2018 was attributable to an increase in operating income for VMware and CSG.58 Table of ContentsInterest and Other, NetThe following table provides information regarding interest and other, net for each of the periods presented: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Interest and other, net: Investment income, primarily interest$313 $207 $102Gain (loss) on investments, net342 72 4Interest expense(2,488) (2,406) (1,751)Foreign exchange(206) (113) (77)Debt extinguishment— — (337)Other(131) (113) (45)Total interest and other, net$(2,170) $(2,353) $(2,104)Fiscal 2019 compared to Fiscal 2018Effective in the first quarter of Fiscal 2019, we adopted the new accounting guidance for “Recognition and Measurement of Financial Assets and FinancialLiabilities.” As a result, we record in interest and other, net changes in the fair value of our publicly-traded strategic investments and changes in the value ofour strategic investments without readily determinable fair values when adjusted to fair value upon observable price changes or impairment. During Fiscal2019, the change in interest and other, net was favorable by $183 million, primarily due to gains on strategic investments. To fund a portion of the cashconsideration paid in the Class V transaction, we incurred additional debt and liquidated a significant amount of our investments. As a result, we expecthigher interest expense and lower investment income in Fiscal 2020. See Note 2 and Note 4 of the Notes to the Consolidated Financial Statements includedin this report for further information regarding our recently adopted accounting standards and our investments, respectively.Fiscal 2018 compared to Fiscal 2017During Fiscal 2018, changes in interest and other, net were unfavorable by $249 million primarily due to an increase in interest expense from new borrowingsassociated with the EMC merger transaction. This change was partially offset by other expenses incurred in Fiscal 2017, which included approximately $337million related to debt extinguishment and new borrowings that did not recur in Fiscal 2018.Income and Other TaxesOur effective income tax rates were 7.6%, 38.6%, and 31.6% on pre-tax losses of $2.4 billion, $4.8 billion, and $4.5 billion for Fiscal 2019, Fiscal 2018, andFiscal 2017, respectively. The change in our effective income tax rate for Fiscal 2019 as compared to Fiscal 2018 was primarily attributable to impacts of theTax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”), which reduced our overall tax benefits as a percentage of pre-tax losses. These impacts were offset in partby discrete tax benefits of $154 million resulting from the effect of our adoption of the new revenue standard under ASC 606. The change in our effectiveincome tax rate for Fiscal 2018 as compared to Fiscal 2017 was primarily attributable to tax benefits from charges incurred associated with the EMC mergertransaction, including purchase accounting adjustments, interest charges, and stock-based compensation expense. The change in our effective income taxrate was also impacted by tax benefits recognized in Fiscal 2018 related to U.S. Tax Reform, as well as by $201 million of tax charges recognized in Fiscal2017 related to the divestiture of Dell Services and DSG.U.S. Tax Reform was signed into law on December 22, 2017. U.S. Tax Reform lowers the U.S. corporate income tax rate to 21% from 35%, establishes amodified territorial system requiring a mandatory deemed repatriation tax on undistributed earnings of foreign subsidiaries (the “Transition Tax”), requires aminimum tax on certain future earnings generated by foreign subsidiaries while providing for future tax-free repatriation of earnings through a 100%dividends-received deduction, and places limitations on the deductibility of net interest expense.59 Table of ContentsGAAP requires the effect of a change in tax laws to be recognized in the period that includes the enactment date. Accordingly, for Fiscal 2018 we recognizeda provisional tax benefit of $0.5 billion related to U.S. Tax Reform, primarily driven by a $1.5 billion tax benefit related to the remeasurement of deferred taxassets and liabilities, offset by $1.0 billion of current and future income tax expenses related to the Transition Tax. We completed our accounting for theincome tax effects of U.S. Tax Reform during the fourth quarter of Fiscal 2019 and determined that the adjustment to the provisional estimate was notmaterial. Throughout Fiscal 2019, the U.S. Department of the Treasury and the Internal Revenue Service issued preliminary regulatory guidance clarifyingcertain provisions of U.S. Tax Reform, and we anticipate that additional regulatory guidance and technical clarifications will be issued. When additionalguidance is issued, we will recognize the related tax impact in the fiscal quarter of such issuance.Our effective income tax rate can fluctuate depending on the geographic distribution of our worldwide earnings, as our foreign earnings are generally taxed atlower rates than in the United States. The differences between our effective income tax rate and the U.S. federal statutory rate of 21% principally result fromthe geographical distribution of income and differences between the book and tax treatment of certain items. In certain jurisdictions, our tax rate issignificantly less than the applicable statutory rate as a result of tax holidays. The majority of our foreign income that is subject to these tax holidays andlower tax rates is attributable to Singapore, China, and Malaysia. Although a significant portion of these income tax benefits relates to a tax holiday thatexpired during Fiscal 2019, we have negotiated new terms for the affected subsidiary. These new terms provide for a reduced income tax rate and will beeffective until January 31, 2029. Our other tax holidays will expire in whole or in part during Fiscal 2022 through Fiscal 2030. Many of these tax holidaysand reduced tax rates may be extended when certain conditions are met or may be terminated early if certain conditions are not met.For further discussion regarding tax matters, including the status of income tax audits, see Note 11 of the Notes to the Consolidated Financial Statementsincluded in this report.Net Income/Loss from Continuing OperationsFiscal 2019 compared to Fiscal 2018During Fiscal 2019, net loss from continuing operations decreased 25% to $2.2 billion. The decrease in net loss from continuing operations during Fiscal2019 was primarily attributable to a decrease in operating loss and, to a lesser extent, a decrease in interest and other, net expense, which was partially offsetby a decrease in tax benefit.Net loss for Fiscal 2019 included amortization of intangible assets, the impact of purchase accounting, transaction-related expenses, other corporateexpenses, fair value adjustments on equity investments, and discrete tax items. Excluding these costs and the related tax impacts, non-GAAP net income fromcontinuing operations increased 20% to $5.2 billion during Fiscal 2019. The increase in non-GAAP net income from continuing operations during Fiscal2019 was primarily attributable to an increase in operating income and a decrease in interest and other, net expense, which was partially offset by an increasein income tax expense.Fiscal 2018 compared to Fiscal 2017During Fiscal 2018, net loss from continuing operations decreased 5% to a net loss from continuing operations of $2.9 billion. The decrease in net loss fromcontinuing operations during Fiscal 2018 was primarily attributable to an increase in tax benefit, partially offset by an increase in operating loss and to anincrease in interest and other, net expense. Net loss from continuing operations for Fiscal 2018 included amortization of intangible assets, the impact ofpurchase accounting, transaction-related expenses, other corporate expenses, fair value adjustments on equity investments, and discrete tax items. Excludingthese costs and the related tax impacts, non-GAAP net income from continuing operations increased 41% to $4.4 billion during Fiscal 2018. The increase innon-GAAP net income from continuing operations during Fiscal 2018 was primarily attributable to increases in operating income, the effect of which waspartially offset by increases in interest and other, net expense and income tax expense.60 Table of ContentsNon-controlling InterestsFiscal 2019 compared to Fiscal 2018During Fiscal 2019, net income attributable to non-controlling interests was $129 million, compared to a net loss attributable to non-controlling interests of$77 million during Fiscal 2018. Net income or loss attributable to non-controlling interests consisted of net income or loss attributable to our non-controlling interests in VMware, Inc., Pivotal, and Secureworks. For more information about our non-controlling interests, see Note 13 of the Notes to theConsolidated Financial Statements included in this report.Fiscal 2018 compared to Fiscal 2017During Fiscal 2018, net loss attributable to non-controlling interests was $77 million, while during Fiscal 2017, net income attributable to non-controllinginterests was $9 million. During Fiscal 2018 net loss attributable to non-controlling interests primarily consisted of net loss attributable to the non-controlling interest in VMware, Inc.Net Loss Attributable to Dell Technologies Inc.Fiscal 2019 compared to Fiscal 2018Net loss attributable to Dell Technologies Inc. represents net loss and an adjustment for non-controlling interests. Net loss attributable to Dell TechnologiesInc. was $2.3 billion and $2.8 billion, respectively, during Fiscal 2019 and Fiscal 2018. The decrease in net loss attributable to Dell Technologies Inc. duringFiscal 2019 was primarily attributable to a decrease in net loss for the period.Fiscal 2018 compared to Fiscal 2017Net loss attributable to Dell Technologies Inc. represents net loss from continuing operations, an adjustment for non-controlling interests, and, in Fiscal 2017,an adjustment for discontinued operations. During Fiscal 2018 and Fiscal 2017, net loss attributable to Dell Technologies Inc. was $2.8 billion and $1.2billion, respectively. The increase in net loss attributable to Dell Technologies Inc. during Fiscal 2018 was primarily attributable to a decrease in net lossfrom continuing operations and the absence of income from our discontinued operations in Fiscal 2018 as a result of completion of the divestituretransactions in Fiscal 2017.61 Table of ContentsBusiness Unit ResultsFiscal 2019 compared to Fiscal 2018Our reportable segments are based on the following business units: ISG, CSG, and VMware. A description of our three business units is provided under“Introduction.” See Note 19 of the Notes to the Consolidated Financial Statements included in this report for a reconciliation of net revenue and operatingincome by reportable segment to consolidated net revenue and consolidated operating loss, respectively.During the first quarter of Fiscal 2019, we made certain segment reporting changes, which included the movement of Virtustream results from ISG to otherbusinesses. None of these changes impacted our previously reported consolidated financial results, but our prior period segment results have been recast toreflect this change.Infrastructure Solutions Group:The following table presents net revenue and operating income attributable to ISG for the respective periods: Fiscal Year Ended February 1, 2019 % Change February 2, 2018 % Change February 3, 2017 (in millions, except percentages)Net revenue: Servers and networking$19,953 28% $15,533 20% $12,973Storage16,767 9% 15,384 69% 9,097Total ISG net revenue$36,720 19% $30,917 40% $22,070 Operating income: ISG operating income$4,151 35% $3,068 5% $2,920% of segment net revenue11.3% 9.9% 13.2%Fiscal 2019 compared to Fiscal 2018Net Revenue — During Fiscal 2019, ISG net revenue increased 19% primarily due to an increase in sales of servers and networking as well as an increase insales of storage. Revenue from servers and networking increased 28% during Fiscal 2019, driven by an increase in both average selling price and units sold ofour PowerEdge servers. Average selling prices increased due to the sale of servers with more robust compute capacity and higher memory and storage content,which was driven by customer demand for servers that enable big data analytics and software-defined storage solutions, including hyper-convergedinfrastructure, as well as increased component costs during the first half of Fiscal 2019. Storage revenue increased 9% during Fiscal 2019 due to stronggrowth in our network-attached storage and object storage solutions. We have been making go-to-market investments and enhancements to our storagesolutions offerings, and expect that these investments will drive long-term improvements in the business. Although component costs were inflationary duringthe first half of Fiscal 2019, they were slightly deflationary in the aggregate for ISG during the second half of Fiscal 2019, and we continue to monitor ourpricing in response to changes in the component cost environment. We expect the aggregate ISG component cost environment to continue to be slightlydeflationary into the first half of Fiscal 2020.In ISG, we continue to see interest in flexible consumption models by our customers as they seek to build greater flexibility into their cost structures. Wegenerally provide these solutions under multi-year contracts that typically result in recognition of revenue over the term of the arrangement. We expect theseflexible consumption models will further strengthen our customer relationships and will build more predictable revenue streams over time.From a geographical perspective, net revenue attributable to ISG increased across all regions during Fiscal 2019.62 Table of ContentsOperating Income — During Fiscal 2019, ISG operating income as a percentage of net revenue increased 140 basis points to 11.3% primarily due to adecrease in operating expenses as a percentage of revenue, partially offset by a decrease in ISG gross margin percentage. Revenue growth outpaced ourinvestments in go-to-market capabilities and solutions offerings, and, as a result, operating expenses decreased as a percentage of revenue. We experiencedgross margin pressure due to a shift in product mix to servers, which typically have a lower gross margin than storage products.Fiscal 2018 compared to Fiscal 2017Net Revenue — During Fiscal 2018, ISG net revenue increased 40% primarily due to incremental storage net revenue associated with the EMC acquiredstorage business and, to a lesser extent, increases in servers and networking. Revenue from servers and networking increased 20% during Fiscal 2018, drivenby an increase in both average selling price and units sold of our PowerEdge server product. Average selling prices increased as we managed our pricing inresponse to the current component cost environment, and also reflected the sale of servers with higher memory and storage content. Storage revenue increased69% during Fiscal 2018 due to the incremental revenue from the EMC acquired storage business. Although we experienced strong growth in all-flash andhyper-converged infrastructure products, we are experiencing reduced demand in ISG for certain elements of our storage portfolio, including traditional high-end and midrange storage offerings. We are addressing this dynamic through investments in our go-to-market capabilities and product enhancements.From a geographical perspective, during Fiscal 2018, ISG net revenue increased in all regions due to the incremental revenue from the EMC acquired storagebusiness. The EMC acquired storage business operates on a world-wide basis with a geographic mix similar to that of the legacy Dell ISG business.Operating Income — During Fiscal 2018, ISG operating income decreased 330 basis points to 9.9% primarily due to increased operating expenses from theEMC acquired businesses and larger investments in our go-to-market capabilities and research and development. While the EMC acquired storage businesscontributed higher gross margin overall, we experienced gross margin pressure due to changing product mix within ISG as well as component cost inflation,particularly for memory components used in ISG products.63 Table of ContentsClient Solutions Group:The following table presents net revenue and operating income attributable to CSG for the respective periods: Fiscal Year Ended February 1, 2019 % Change February 2, 2018 % Change February 3, 2017 (in millions, except percentages)Net revenue: Commercial$30,893 12 % $27,507 7% $25,773Consumer12,303 5 % 11,711 9% 10,736Total CSG net revenue$43,196 10 % $39,218 7% $36,509 Operating income: CSG operating income$1,960 (4)% $2,044 17% $1,751% of segment net revenue4.5% 5.2% 4.8%Fiscal 2019 compared to Fiscal 2018Net Revenue — During Fiscal 2019, CSG net revenue increased 10% due to continued strong demand for our commercial products and overall higher averageselling prices driven by an increase in consumer. Commercial net revenue increased 12%, driven primarily by increased demand across all product categories.Consumer net revenue increased 5%, driven primarily by a shift in product mix to our high end notebooks. During Fiscal 2019, we effectively managed ourpricing in response to supply chain dynamics, geographical mix, foreign currency exchange fluctuations, and the component cost environment. Theaggregate CSG component cost environment was deflationary in the second half of Fiscal 2019, and we expect deflationary conditions to continue into thefirst half of Fiscal 2020.From a geographical perspective, net revenue attributable to CSG increased across all regions during Fiscal 2019.Operating Income — During Fiscal 2019, CSG operating income as a percentage of net revenue decreased 70 basis points to 4.5%. The decrease wasprimarily due to higher component costs during the first half of Fiscal 2019 that negatively impacted CSG gross margin and to increases in CSG operatingexpense as a percentage of revenue resulting from higher performance-driven commission costs and marketing expense related to our net revenue growth. Inaddition, the decline in CSG operating income as a percentage of revenue during Fiscal 2019 was partially attributable to a $68 million vendor settlementbenefit recorded during Fiscal 2018, which resulted in an incremental 20 basis points to our operating income percentage in the prior period that did notrecur. Excluding the effect of this vendor settlement, CSG operating income as a percentage of revenue decreased 50 basis points during Fiscal 2019.Fiscal 2018 compared to Fiscal 2017Net Revenue — During Fiscal 2018, CSG net revenue increased 7%, driven by an increase in overall average selling price in both the commercial andconsumer product categories, as we managed our pricing in response to the cost environment during the period. During Fiscal 2018, CSG net revenue alsobenefited from increases in units sold, as we experienced a general improvement in customer demand, which favored premium notebooks and workstations.From a geographical perspective, net revenue attributable to CSG increased across all regions during Fiscal 2018.Operating Income — During Fiscal 2018, CSG operating income as a percentage of net revenue increased 40 basis points to 5.2% primarily due to areduction in CSG operating expenses as a percentage of net revenue, as we continued to manage our cost position. This benefit was partially offset byincreased component costs, which we were able to mitigate in large part through pricing actions. The impact of the vendor settlements recorded in Fiscal2018 and Fiscal 2017 did not affect comparability for these periods.64 Table of ContentsVMware:The following table presents net revenue and operating income attributable to VMWare for the respective periods: Fiscal Year Ended February 1, 2019 % Change February 2, 2018 % Change February 3, 2017 (in millions, except percentages)Net revenue: VMware net revenue$9,088 14% $7,994 126% $3,543 Operating income: VMware operating income$2,989 6% $2,809 85% $1,516% of segment net revenue32.9% 35.1% 42.8%Fiscal 2019 compared to Fiscal 2018Net Revenue — VMware net revenue primarily consists of revenue from the sale of software licenses under perpetual licenses, related software maintenanceand support, training, consulting services, and hosted services. VMware net revenue during Fiscal 2019 increased 14% primarily due to growth in softwarelicense revenue and sales of software maintenance services. Software license revenue benefited from broad-based growth across the product portfolio.Software maintenance revenue benefited from strong renewals, revenue recognized from maintenance contracts sold in prior periods, and new maintenancecontracts sold during the period.From a geographical perspective, approximately half of VMware net revenue during Fiscal 2019 was generated by sales to customers in the United States.VMware net revenue for Fiscal 2019 benefited from growth across U.S. and international markets.Operating Income — During Fiscal 2019, VMware operating income as a percentage of net revenue decreased 220 basis points to 32.9%. The decrease wasdriven by an increase in operating expenses as a percentage of revenue due to an increase in compensation-related expense associated with sales and salessupport, which reflected increased performance-driven commission costs and headcount, as well as to an increase in R&D expenses.See Exhibit 99.1 filed with this report for information on the differences between VMware reportable segment results and VMware, Inc. results.Fiscal 2018 compared to Fiscal 2017Net Revenue — VMware net revenue for Fiscal 2018 benefited from balanced performance in all major geographies and broad strength across the productportfolio.From a geographical perspective, approximately half of VMware net revenue during Fiscal 2018 was generated by sales to customers in the United States.Operating Income — During Fiscal 2018, VMware operating income as a percentage of net revenue was 35.1%, primarily driven by strong gross marginperformance during the year.65 Table of ContentsOTHER BALANCE SHEET ITEMSAccounts ReceivableWe sell products and services directly to customers and through a variety of sales channels, including retail distribution. Our accounts receivable, net, was$12.4 billion and $11.7 billion as of February 1, 2019 and February 2, 2018, respectively. We maintain an allowance for doubtful accounts to coverreceivables that may be deemed uncollectible. The allowance for losses is based on a provision for accounts that are collectively evaluated based onhistorical bad debt experience as well as specific identifiable customer accounts that are deemed at risk. As of February 1, 2019 and February 2, 2018, theallowance for doubtful accounts was $85 million and $103 million, respectively. Based on our assessment, we believe that we are adequately reserved forexpected credit losses. We monitor the aging of our accounts receivable and continue to take actions to reduce our exposure to credit losses.Dell Financial Services and Financing ReceivablesDell Financial Services and its affiliates (“DFS”) support Dell Technologies by offering and arranging various financing options and services for ourcustomers globally, including through captive financing operations in North America, Europe, Australia, and New Zealand. DFS originates, collects, andservices customer receivables primarily related to the purchase of our product, software, and service solutions. DFS further strengthens our customerrelationships through its flexible consumption models, which enable us to offer our customers the option to pay over time and, in certain cases, based onutilization, to provide them with financial flexibility to meet their changing technological requirements. New financing originations were $7.3 billion, $6.3billion, and $4.5 billion for Fiscal 2019, Fiscal 2018, and Fiscal 2017, respectively. The growth in new financing originations during Fiscal 2018 wasprimarily due to increased offerings related to customer purchases of products and services from the businesses acquired as part of the EMC mergertransaction.DFS offerings are initially funded through cash on hand at the time of origination, most of which is subsequently replaced with third-party financing. As aresult, while the initial funding is reflected as an impact to cash flows from operations, it is largely subsequently offset by cash flows from financing. As ofFebruary 1, 2019 and February 2, 2018, our financing receivables, net were $8.6 billion and $7.6 billion, respectively.We maintain an allowance to cover expected financing receivable credit losses and evaluate credit loss expectations based on our total portfolio. For Fiscal2019, Fiscal 2018, and Fiscal 2017, the principal charge-off rate for our total portfolio was 1.2%, 1.5%, and 2.0%, respectively. The credit quality of ourfinancing receivables has improved in recent years due to an overall improvement in the credit environment and as the mix of high-quality commercialaccounts in our portfolio has continued to increase. The allowance for losses is determined based on various factors, including historical and anticipatedexperience, past due receivables, receivable type, and customer risk profile. As of February 1, 2019 and February 2, 2018, the allowance for financingreceivable losses was $136 million and $145 million, respectively. In general, the loss rates on our financing receivables have improved over the periodspresented. We expect relatively stable loss rates in future periods, with movements in these rates being primarily driven by seasonality and a continued shiftin portfolio composition to lower risk commercial assets. We continue to monitor broader economic indicators and their potential impact on future lossperformance. We have an extensive process to manage our exposure to customer credit risk, including active management of credit lines and our collectionactivities. We also sell selected fixed-term financing receivables to unrelated third parties on a periodic basis, primarily to manage certain concentrations ofcustomer credit exposure. Based on our assessment of the customer financing receivables, we believe that we are adequately reserved.See Note 5 of the Notes to the Consolidated Financial Statements included in this report for additional information about our financing receivables and theassociated allowances.Off-Balance Sheet ArrangementsAs of February 1, 2019, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financialcondition or results of operations.66 Table of ContentsMARKET CONDITIONS, LIQUIDITY, CAPITAL COMMITMENTS, AND CONTRACTUAL CASH OBLIGATIONSMarket ConditionsWe regularly monitor economic conditions and associated impacts on the financial markets and our business. We consistently evaluate the financial health ofour supplier base, carefully manage customer credit, diversify counterparty risk, and monitor the concentration risk of our cash and cash equivalents balancesglobally. We routinely monitor our financial exposure to borrowers and counterparties.We monitor credit risk associated with our financial counterparties using various market credit risk indicators such as credit ratings issued by nationallyrecognized credit rating agencies and changes in market credit default swap levels. We perform periodic evaluations of our positions with thesecounterparties and may limit exposure to any one counterparty in accordance with our policies. We monitor and manage these activities depending oncurrent and expected market developments.We use derivative instruments to hedge certain foreign currency exposures. We use forward contracts and purchased options designated as cash flow hedgesto protect against the foreign currency exchange rate risks inherent in our forecasted transactions denominated in currencies other than the U.S. dollar. Inaddition, we primarily use forward contracts and may use purchased options to hedge monetary assets and liabilities denominated in a foreign currency. SeeNote 7 of the Notes to the Consolidated Financial Statements included in this report for more information about our use of derivative instruments.We are exposed to interest rate risk related to our variable-rate debt and investment portfolio. In the normal course of business, we follow established policiesand procedures to manage this risk, including monitoring of our asset and liability mix. As a result, we do not anticipate any material losses from interest raterisk.The impact of any credit adjustments related to our use of counterparties on our Consolidated Financial Statements included in this report has beenimmaterial.Liquidity and Capital ResourcesTo support our ongoing business operations, we rely on operating cash flows as our primary source of liquidity. We monitor the efficiency of our balancesheet to ensure that we have adequate liquidity to support our strategic initiatives. In addition to internally generated cash, we have access to other capitalsources to finance our strategic initiatives and fund growth in our financing operations. As of February 1, 2019, we had $9.7 billion of total cash and cashequivalents. Our strategy is to deploy capital from any potential source, whether internally generated cash or debt, depending on the adequacy andavailability of that source of capital and whether it can be accessed in a cost-effective manner.A significant portion of our income is earned in non-U.S. jurisdictions. Prior to the enactment of U.S. Tax Reform as discussed above in “Results ofOperations — Income and Other Taxes”, earnings available to be repatriated to the United States would be subject to U.S. federal income tax, less applicableforeign tax credits. U.S. Tax Reform fundamentally changes the U.S. approach to taxation of foreign earnings to a modified territorial tax system, whichgenerally allows companies to make distributions of non-U.S. earnings to the United States without incurring additional U.S. federal tax. However, local andU.S. state taxes may still apply. We have provided for future tax liabilities on income earned in non-U.S. jurisdictions, except for foreign earnings that areconsidered indefinitely reinvested outside of the United States.During the fourth quarter of Fiscal 2019, as discussed above in “Introduction — Class V Transaction,” we completed a transaction in which all issued andoutstanding shares of Class V Common Stock were exchanged for cash or shares of Class C Common Stock at the stockholder’s election. We paid a total of$14 billion of cash to holders of Class V Common Stock.To fund a majority of the cash payment to stockholders, VMware, Inc. declared a conditional $11 billion one-time special cash dividend (the “SpecialDividend”), which was paid pro-rata to VMware, Inc. stockholders as of the dividend record date of December 27, 2018 and in connection with thecompletion of the Class V transaction. Our cash, cash equivalents, and investments declined significantly, commensurate with the cash required to fund thistransaction. VMware, Inc. has advised us that, following its payment of the Special Dividend, VMware, Inc. will remain committed to a balanced capitalallocation policy through investment in their product and solution offerings, acquisitions, and returning capital to their stockholders through sharerepurchases.67 Table of ContentsWe funded a majority of the cash consideration paid in the Class V transaction from the $8.87 billion of the proceeds of the Special Dividend. The remainingamount of the cash consideration was primarily funded with $3.67 billion of proceeds from new senior secured term loans under our senior secured creditfacilities and proceeds of a margin loan financing in an aggregate principal amount of $1.35 billion. See Note 6 of the Notes to the Consolidated FinancialStatements included in this report for information about the debt we incurred to finance the Class V transaction.The following table summarizes our cash and cash equivalents as well as our available borrowings as of February 1, 2019 and February 2, 2018: February 1, 2019 February 2, 2018 (in millions)Cash and cash equivalents, and available borrowings: Cash and cash equivalents (a)$9,676 $13,942Remaining available borrowings under revolving credit facilities5,586 4,875Total cash, cash equivalents, and available borrowings$15,262 $18,817____________________(a)Of the $9.7 billion of cash and cash equivalents as of February 1, 2019, $2.8 billion was held by VMware, Inc.Available borrowings under our Revolving Credit Facility are reduced by draws on the facility and outstanding letters of credit. As of February 1, 2019, therewere no borrowings outstanding under the facility and remaining available borrowings totaled approximately $4.5 billion.Subsequent to the end of Fiscal 2019, we renewed our China Revolving Credit Facility, which expired on October 31, 2018. The facility provides anaggregate principal amount not to exceed $500 million at an interest rate of LIBOR plus 0.6% per annum. We may regularly use our available borrowingsfrom both our Revolving Credit Facility and our China Revolving Credit Facility on a short-term basis for general corporate purposes.The VMware Revolving Credit Facility and the Pivotal Revolving Credit Facility have maximum aggregate borrowings of $1.0 billion and $100 million,respectively. None of the net proceeds of such borrowings will be made available to support the operations or satisfy any corporate purposes of DellTechnologies, other than the operations and corporate purposes of VMware, Inc., Pivotal, and their respective subsidiaries. As of February 1, 2019, $1.0billion was available under the VMware Revolving Credit Facility and $100 million was available under the Pivotal Revolving Credit Facility.See Note 6 of the Notes to the Consolidated Financial Statements included in this report for additional information about each of the foregoing revolvingcredit facilities.Even with the significant decline in cash and cash equivalents that resulted from the Class V transaction, we believe that our current cash and cashequivalents, together with cash that will be provided by future operations and expected borrowings under our revolving credit facilities, will be sufficientover at least the next twelve months to fund our operations, debt service requirements and maturities, capital expenditures, share repurchases, and othercorporate needs.68 Table of ContentsDebtThe following table summarizes our outstanding debt as of February 1, 2019 and February 2, 2018: February 1, 2019 February 2, 2018 (in millions)Restricted Subsidiary Debt Core debt: Senior Secured Credit Facilities and First Lien Notes$32,720 $30,595Unsecured Notes and Debentures1,952 2,452Senior Notes3,250 3,250EMC Notes3,000 5,500DFS allocated debt(1,615) (1,892)Total core debt39,307 39,905DFS related debt: DFS debt5,929 4,796DFS allocated debt1,615 1,892Total DFS related debt7,544 6,688Margin Loan and Other3,388 2,054Unrestricted Subsidiary Debt VMware Notes4,000 4,000Other— 47Total unrestricted subsidiary debt4,000 4,047Total debt, principal amount54,239 52,694Carrying value adjustments(718) (823)Total debt, carrying value$53,521 $51,871The outstanding principal amount of our debt was $54.2 billion as of February 1, 2019, which included core debt of $39.3 billion. We define core debt as thetotal principal amount of our debt, less DFS related debt, other debt, and unrestricted subsidiary debt.DFS related debt primarily represents debt from our securitization and structured financing programs. To fund expansion of the DFS business, we balance theuse of the securitization and structured financing programs with other sources of liquidity. We approximate the amount of our debt used to fund the DFSbusiness by applying a 7:1 debt to equity ratio to our financing receivables balance, based on the underlying credit quality of the assets. See Note 5 of theNotes to the Consolidated Financial Statements included in this report for more information about our DFS debt.As of February 1, 2019 and February 2, 2018, margin loan and other debt primarily consisted of the $3.4 billion Margin Loan Facility.VMware, Inc., Pivotal, and their respective subsidiaries are unrestricted subsidiaries for purposes of the existing debt of Dell Technologies. Neither DellTechnologies nor any of its subsidiaries, other than VMware, Inc., is obligated to make payment on the VMware Notes. None of the net proceeds of theVMware Notes will be made available to support the operations or satisfy any corporate purposes of Dell Technologies, other than the operations andcorporate purposes of VMware, Inc. and its subsidiaries.69 Table of ContentsOur requirements for cash to pay principal and interest on our debt increased significantly due to the borrowings we incurred to finance the EMC mergertransaction, and to a lesser extent, the Class V transaction. We have made good progress in paying down core debt since the EMC merger transaction. Webelieve we will continue to be able to make our debt principal and interest payments, including the short-term maturities, from existing and expected sourcesof cash. Cash used for debt principal and interest payments may include short-term borrowings under revolving credit facilities. We will continue to focus onpaying down core debt. Despite the debt repayments, interest expense was $2.5 billion during both Fiscal 2019 and Fiscal 2018. We expect that continueddemand for customer financing as well as an increase in LIBOR will impact future interest expense on our variable-rate debt. We or our affiliates, at our ortheir sole discretion, may purchase, redeem, prepay, refinance, or otherwise retire any amount of our outstanding indebtedness under the terms of suchindebtedness at any time and from time to time, in open market or negotiated transactions with the holders of such indebtedness, as appropriate marketconditions exist.See Note 6 of the Notes to the Consolidated Financial Statements included in this report for more information about our debt and our unrestrictedsubsidiaries.Fiscal 2019During Fiscal 2019, we repaid approximately $1.2 billion principal amount of our 3.81% Term Loan A-3 Facility, $2.5 billion principal amount of our1.875% unsecured notes, $500 million principal amount of our 5.65% unsecured notes and $328 million principal amount of our other term loan facilities.Further, we issued an additional $1.2 billion, net in DFS debt to support the expansion of our financing receivables portfolio.As discussed above, we incurred additional debt of approximately $5 billion in financing related to the completion of the Class V transaction. Subsequent toFiscal 2019, we incurred new long-term debt to complete two refinancing transactions. We issued multiple series of First Lien Notes (the “new First LienNotes”) totaling approximately $4.5 billion and increased the aggregate principal amount of borrowings under our Margin Loan Facility by $650 million. Inaddition, we amended the credit agreement for our senior secured credit facilities to obtain a new senior secured Term Loan A-6 Facility consisting of $3,634million, of which $2,839 million aggregate principal amount consisted of amounts outstanding that rolled over from our Term Loan A-2 Facility.Subsequently, $1,277 million aggregate principal amount of Term Loan A-2 Facility remained outstanding.The proceeds from the new First Lien Notes were used to repay all of our outstanding $3,750 million First Lien Notes due June 2019. In addition, proceeds ofapproximately $800 million from our Term Loan A-6 Facility, $650 million from the Margin Loan Facility increase, and the remaining proceeds from thenew First Lien Notes were used to repay all of our outstanding amounts under the Term Loan A-5 Facility due December 2019. The excess proceeds availablefrom our new First Lien Notes were used to repay outstanding amounts from our Term Loan A-2 Facility and to pay related premiums, accrued interest, fees,and expenses.In refinancing this debt, we sought to minimize our cost of capital and borrowings under our revolving credit facilities while maintaining a manageablematurity profile. See Note 24 of the Notes to the Consolidated Financial Statements included in this report for additional information about the refinancingtransactions.Fiscal 2018During Fiscal 2018, we completed two refinancing transactions of the Senior Secured Credit Facilities. In the first refinancing transaction, which occurredduring the first quarter of Fiscal 2018, we refinanced the Term Loan B Facility to reduce the interest rate margin by 0.75% and to increase the outstandingprincipal amount by $0.5 billion. We applied the proceeds from the Term Loan B Facility refinancing to repay $0.5 billion principal amount of the MarginBridge Facility. Additionally, during the first quarter of Fiscal 2018, we entered into the Margin Loan Facility in the principal amount of $2.0 billion andused the proceeds of the new facility to repay the Margin Bridge Facility in full.In the second refinancing transaction, which occurred during the third quarter of Fiscal 2018, we refinanced the Term Loan A-2 Facility, Term Loan A-3Facility, Term Loan B Facility, and the Revolving Credit Facility. As a result of the refinancing, the interest rate margin under each of these facilitiesdecreased by 0.50% and the outstanding principal amount of the Term Loan A-2 Facility increased by $672 million, which we used to pay $212 millionprincipal amount of the Term Loan A-3 Facility and $460 million principal amount of the Term Loan B Facility. Further, the Revolving Credit Facility’sborrowing capacity increased by $180 million to $3.3 billion.70 Table of ContentsDuring Fiscal 2018, we repaid approximately $1.2 billion principal amount of our term loan facilities and $0.4 billion under the Revolving Credit Facilityand issued an additional $1.3 billion, net, in DFS debt to support the expansion of the DFS financing receivables portfolio.Further, during the third quarter of Fiscal 2018, VMware, Inc. completed a public offering of senior notes in the aggregate principal amount of $4.0 billion(the “VMware Notes”). VMware, Inc. used a portion of the net proceeds from the offering to repay certain intercompany promissory notes previously issuedby it to EMC in the aggregate principal amount of $1.2 billion. We applied the proceeds of this repayment, and other cash, to repay $1.5 billion principalamount of the VMware Note Bridge Facility.Cash FlowsThe following table contains a summary of our Consolidated Statements of Cash Flows for the respective periods: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Net change in cash from: Operating activities$6,991 $6,843 $2,367Investing activities3,389 (2,875) (31,236)Financing activities(14,329) 403 31,785Effect of exchange rate changes on cash and cash equivalents(189) 175 24Change in cash and cash equivalents$(4,138) $4,546 $2,940Operating Activities — Cash provided by operating activities was $7.0 billion for Fiscal 2019 compared to $6.8 billion for Fiscal 2018. The increase inoperating cash flows during Fiscal 2019 was attributable to business growth, which drove higher deferred revenue and improved profitability due to productmix and higher average selling prices, partially offset by an increase in inventory. During Fiscal 2019, we experienced supply chain dynamics thattemporarily increased our inventory and negatively impacted working capital. We expect our inventory and the associated working capital impact tonormalize during Fiscal 2020.DFS offerings are initially funded through cash on hand at the time of origination, most of which is subsequently replaced with third-party financing. As aresult, while the initial funding is reflected as an impact to cash flows from operations, this funding is largely subsequently offset by cash flows fromfinancing. DFS new financing originations were $7.3 billion and $6.3 billion during Fiscal 2019 and Fiscal 2018, respectively. As of February 1, 2019, DFShad $8.6 billion of total net financing receivables. Additionally, as a result of our adoption of the new leasing standard on lessor accounting, we expect anincrease to future originations of operating leases which will result in a shift from financing receivables to capital expenditures. In Fiscal 2020, our cashflows provided by operating activities will benefit by the increase in capital expenditures being reported as cash flows used in investing activities.In comparison to Fiscal 2018, cash provided by operating activities was $2.4 billion for Fiscal 2017. The increase in operating cash flows during Fiscal 2018was driven by improved profitability, predominantly due to the incremental profitability from the EMC acquired businesses, and ongoing working capitalinitiatives. Further, cash paid for transaction costs related primarily to the EMC merger transaction during Fiscal 2017 did not recur in Fiscal 2018. Theincrease in operating cash flows was partially offset by the growth in our financing receivables portfolio and cash paid for interest and taxes.Investing Activities — Investing activities primarily consist of cash used to fund strategic investments, the maturities, sales, and purchases of investments,capital expenditures for property, plant, and equipment, and capitalized software development costs. During Fiscal 2019, cash provided by investingactivities was $3.4 billion and was primarily driven by the net sales of investments used to fund the Class V transaction, partially offset by capitalexpenditures and strategic investments.In comparison, cash used by investing activities was $2.9 billion during Fiscal 2018 and was primarily driven by capital expenditures, capitalized softwaredevelopment costs, and net purchases of investments. Cash used in investing activities was $31.2 billion during Fiscal 2017, principally due to our use of$37.6 billion, net cash to fund the EMC merger transaction.71 Table of ContentsFinancing Activities — Financing activities primarily consist of the proceeds and repayments of debt, cash used to repurchase common stock, and proceedsfrom the issuance of common stock of subsidiaries. Cash used by financing activities of $14.3 billion during Fiscal 2019 primarily consisted of $14.0 billionin cash paid to holders of the Class V Common Stock in the Class V transaction, partially offset by debt proceeds of $5.0 billion of debt incurred to fund aportion of this payment. Cash used by financing activities also included our repayments of the EMC Note in the amount of $2.5 billion and the Term Loan A-3 Facility in the amount of $1.2 billion, as well as the payment to VMware, Inc.’s public stockholders of $2.1 billion of the Special Dividend.In comparison, cash provided by financing activities of $0.4 billion during Fiscal 2018 was primarily driven by net proceeds from debt, primarily due to theissuance of the VMware Notes, partially offset by cash used for share repurchases. During Fiscal 2017, cash provided by financing activities was $31.8billion, and consisted primarily of $46.9 billion in cash proceeds from debt, $43.2 billion of which was issued in connection with the EMC mergertransaction, and $4.4 billion in proceeds from the sale and issuance of our Class A, Class B, and Class C Common Stock for financing of that transaction.These issuances were partially offset by $17.0 billion in repayments of debt, $0.9 billion in payments of debt issuance costs, $1.3 billion in payments torepurchase common stock, and $0.4 billion in payments in connection with the appraisal litigation related to the going-private transaction.Capital CommitmentsCapital Expenditures — During both Fiscal 2019 and Fiscal 2018, we spent $1.2 billion on property, plant, and equipment. These expenditures wereprimarily incurred in connection with our global expansion efforts and infrastructure investments made to support future growth. Product demand, productmix, and the use of contract manufacturers, as well as ongoing investments in operating and information technology infrastructure, influence the level andprioritization of our capital expenditures. Aggregate capital expenditures for Fiscal 2020, which will be primarily related to infrastructure investments andstrategic initiatives, are currently expected to total between $2.7 billion and $2.9 billion. The significant increase in expected aggregate capital expendituresfrom Fiscal 2019 to Fiscal 2020 is primarily related to the estimated reclassification impact of the new leasing standard on lessor accounting ofapproximately $1.5 billion.Repurchases of Common StockClass V Common Stock Repurchases by Dell Technologies Inc.Since the date of the EMC merger transaction, our board of directors authorized several programs with a total authorization of $2.1 billion to repurchaseshares of our Class V Common Stock. Upon the completion of the Class V transaction, no Class V Common Stock remained outstanding for repurchase.During Fiscal 2019, we did not repurchase any shares of Class V Common Stock under our stock repurchase programs. During Fiscal 2018, we repurchased9.7 million shares of Class V Common Stock for an aggregate purchase price of $682 million. The repurchase of these shares was funded by proceeds receivedby the Class V Group from the sale by our subsidiary of shares of Class A common stock of VMware, Inc. owned by such subsidiary, as discussed below.See Note 14 of the Notes to the Consolidated Financial Statements included in this report for information about the Class V Group and the DHI Group.DHI Group Common Stock Repurchases by Dell Technologies Inc.During Fiscal 2019 and Fiscal 2018, we repurchased an immaterial number of shares of DHI Group Common Stock for $47 million and $6 million,respectively.VMware, Inc. Class A Common Stock Repurchases by VMware, Inc.Since the date of the EMC merger transaction, VMware Inc.’s board of directors has authorized the repurchase of a total of $2.2 billion of VMware Inc.’s ClassA common stock, of which $834 million remained available as of February 1, 2019.72 Table of ContentsDuring Fiscal 2019, VMware, Inc. repurchased approximately 0.3 million shares of its Class A common stock in the open market for an aggregate purchaseprice of $42 million. During Fiscal 2018, pursuant to stock repurchase agreements between Dell Technologies Inc. and VMware, Inc., VMware, Inc.repurchased 7.5 million shares of its Class A common stock from us for an aggregate purchase price of $725 million. VMware, Inc. received 4.1 million sharesof its Class A common stock during the first quarter of Fiscal 2018, 0.7 million shares during the second quarter of Fiscal 2018 and the remaining 2.7 millionshares of its Class A common stock during the third quarter of Fiscal 2018. The proceeds from the sales were used by us to repurchase shares of our Class VCommon Stock, as described above.Contractual Cash ObligationsThe following table summarizes our contractual cash obligations as of February 1, 2019: Payments Due by Fiscal Year Total 2020 2021-2022 2023-2024 Thereafter (in millions)Contractual cash obligations: Principal payments on long-term debt $54,239 $10,086 $16,394 $15,931 $11,828Operating leases1,856 371 554 288 643Purchase obligations4,605 3,953 627 21 4Interest15,362 2,236 3,695 2,374 7,057Tax obligations202 19 39 84 60Contractual cash obligations$76,264 $16,665 $21,309 $18,698 $19,592Principal Payments on Long-Term Debt — Our expected principal cash payments on borrowings are exclusive of discounts and premiums. We haveoutstanding long-term notes with varying maturities. As of February 1, 2019, the future principal payments related to our DFS debt were expected to be $3.1billion in Fiscal 2020, $2.7 billion in Fiscal 2021-2022, and $108 million in Fiscal 2023-2024. For additional information about our debt, see Note 6 of theNotes to the Consolidated Financial Statements included in this report.Operating Leases — We lease property and equipment, manufacturing facilities, and office space under non-cancelable leases. Certain of these leasesobligate us to pay taxes, maintenance, and repair costs.Purchase Obligations — Purchase obligations are defined as contractual obligations to purchase goods or services that are enforceable and legally bindingon us. These obligations specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions;and the approximate timing of the transaction. Purchase obligations do not include contracts that may be canceled without penalty.We utilize several suppliers to manufacture sub-assemblies for our products. Our efficient supply chain management allows us to enter into flexible andmutually beneficial purchase arrangements with our suppliers in order to minimize inventory risk. Consistent with industry practice, we acquire raw materialsor other goods and services, including product components, by issuing to suppliers authorizations to purchase based on our projected demand andmanufacturing needs. These purchase orders are typically fulfilled within 30 days and are entered into during the ordinary course of business in order toestablish best pricing and continuity of supply for our production. Purchase orders are not included in purchase obligations, as they typically represent ourauthorization to purchase rather than binding purchase obligations.Interest — See Note 6 of the Notes to the Consolidated Financial Statements included in this report for further discussion of our debt and related interestexpense.Tax Obligations — Tax obligations represent a one-time mandatory deemed repatriation tax on undistributed earnings of foreign subsidiaries, payable overeight years. Excluded from the table above are $3.4 billion in additional liabilities associated with uncertain tax positions as of February 1, 2019. We areunable to reliably estimate the expected payment dates for any liabilities for uncertain tax positions. See Note 11 of the Notes to the Consolidated FinancialStatements included in this report for more information on these tax matters.73 Table of ContentsCritical Accounting PoliciesWe prepare our financial statements in conformity with GAAP, which requires certain estimates, assumptions, and judgments to be made that may affect ourConsolidated Statements of Financial Position and Consolidated Statements of Income. Accounting policies that have a significant impact on ourConsolidated Financial Statements are described in Note 2 of the Notes to the Consolidated Financial Statements included in this report. The accountingestimates and assumptions discussed in this section are those that we consider to be the most critical. We consider an accounting policy to be critical if thenature of the estimate or assumption is subject to a material level of judgment and if changes in those estimates or assumptions are reasonably likely tomaterially impact our Consolidated Financial Statements. We have discussed the development, selection, and disclosure of our critical accounting policieswith the Audit Committee of our board of directors.Revenue Recognition — We sell a wide portfolio of products and services offerings to our customers. Our agreements have varying requirements dependingon the goods and services being sold, the rights and obligations conveyed, and the legal jurisdiction of the arrangement.Revenue is recognized for these arrangements based on the following five steps:(1)Identify the contract with a customer. The term “contract” refers to the enforceable rights and obligations provided in an agreement between us andthe customer in exchange for payment. We evaluate facts and circumstances regarding sales transactions in order to identify contracts with ourcustomers. An agreement must meet all of the following criteria to qualify as a contract eligible for revenue recognition under the model: (i) thecontract must be approved by all parties who are committed to perform their respective obligations; (ii) each party’s rights regarding the goods andservices to be transferred to the customer can be identified; (iii) the payment terms for the goods and services can be identified; (iv) the customer hasthe ability and intent to pay and it is probable that we will collect substantially all of the consideration to which it will be entitled; and (v) thecontract must have commercial substance. Judgment is used in determining the customer’s ability and intent to pay, which is based upon variousfactors including the customer’s historical payment experience or customer credit and financial information. (2)Identify the performance obligations in the contract. Our contracts with customers often include the promise to transfer multiple goods and servicesto a customer. Distinct promises within a contract are referred to as “performance obligations” and are accounted for as separate units of account. Weassess whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessmentinvolves subjective determinations and requires management to make judgments about the individual promised goods or services and whether suchgoods or services are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct providedthat: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer(that is, the good or service is capable of being distinct); and (ii) our promise to transfer the good or service to the customer is separately identifiablefrom other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). Our performanceobligations include various distinct goods and services such as hardware, software licenses, warranties, and other service offerings and solutions.Promised goods and services are explicitly identified in our contracts and may be sold on a standalone basis or bundled as part of a combinedsolution. In certain hardware solutions, the hardware is highly interdependent on, and interrelated with the embedded software. In these offerings, thehardware and software licenses are accounted for as a single performance obligation.(3)Determine the transaction price. The transaction price reflects the amount of consideration to which we expect to be entitled in exchange fortransferring goods or services to the customer. If the consideration promised in a contract includes a variable amount, we estimate the amount towhich we expect to be entitled using either the expected value or most likely amount method. Generally, volume discounts, rebates, and salesreturns reduce the transaction price. When we determine the transaction price, we only include amounts that are not subject to significant futurereversal.(4)Allocate the transaction price to performance obligations in the contract. When a contract includes multiple performance obligations, thetransaction price is allocated to each performance obligation in an amount that depicts the consideration to which we expect to be entitled inexchange for transferring the promised goods or services. For contracts with multiple performance obligations, the transaction price is allocated inproportion to the standalone selling price (“SSP”) of each performance obligation.74 Table of ContentsThe best evidence of SSP is the observable price of a good or service when we sell that good or service separately in similar circumstances to similarcustomers. If a directly observable price is available, we utilize that price for the SSP. If a directly observable price is not available, the SSP must beestimated. We estimate SSP by considering multiple factors, including, but not limited to, pricing practices, internal costs, and profit objectives aswell as overall market conditions, which include geographic or regional specific factors, competitive positioning, and competitor actions.(5)Recognize revenue when (or as) the performance obligation is satisfied. Revenue is recognized when obligations under the terms of the contractwith our customer are satisfied. Revenue is recognized either over time or at a point in time, depending on when the underlying products or servicesare transferred to the customer. Revenue is recognized at a point in time for products upon transfer of control. Revenue is recognized over time forsupport and deployment services, software support, SaaS, and IaaS. Revenue is recognized either over time or at a point in time for professionalservices and training depending on the nature of the offering to the customer.We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrently with specific revenue-producing transactions.We elected the following practical expedients with the adoption of the new revenue standard:•We do not account for significant financing components if the period between revenue recognition and when the customer pays for the product orservice will be one year or less.•We recognize revenue equal to the amount we have a right to invoice when the amount corresponds directly with the value to the customer of ourperformance to date.•We do not account for shipping and handling activities as a separate performance obligation, but rather as an activity performed to transfer thepromised good.The following summarizes the nature of revenue recognized and the manner in which we account for sales transactions.ProductsProduct revenue consists of hardware and software license sales that are delivered, sold as a subscription, or sold on a consumption basis. Hardwareincludes notebooks and desktop PCs, servers, storage hardware, and other hardware-related devices. Software license sales include non-essential softwareapplications. Software applications provide customers with resource management, backup and archiving, information security, information managementand intelligence, data analytics, and server virtualization capabilities.Revenue from the sale of hardware products is recognized when control has transferred to the customer, which typically occurs when the hardware hasbeen shipped to the customer, risk of loss has transferred to the customer, we have a present right to payment, and customer acceptance has been satisfied.Customer acceptance is satisfied if acceptance is obtained from the customer, if all acceptance provisions lapse, or if we have evidence that allacceptance provisions will be, or have been, satisfied. Revenue from software license sales is generally recognized when control has transferred to thecustomer, which is typically upon shipment, electronic delivery, or when the software is available for download by the customer. For certain softwarearrangements in which the customer is granted a right to additional unspecified future software licenses, our promise to the customer is considered astand-ready obligation in which the transfer of control, and revenue recognition, will be over time. Invoices for products are generally issued as controltransfers, which is typically upon shipment or delivery. There was no significant revenue in any period presented related to performance obligationssatisfied or partially satisfied in prior periods.ServicesServices revenue consists of revenue from sales of support services, including hardware support that extends beyond our standard warranties, softwaremaintenance, and installation; professional services; training; SaaS; and IaaS. Revenue associated with undelivered performance obligations is deferredand recorded when or as control is transferred to the customer. Revenue from fixed-price support or maintenance contracts sold for both hardware andsoftware is recognized on a straight-line basis over the period of performance because we are required to provide services at any given time. Otherservices revenue is recognized when we perform the services and the customer receives and consumes the benefits.75 Table of ContentsInvoices for services may be issued at the start of a service term, which is typically the case for support and deployment services, or as services arerendered, which is typically the case for professional services, training, SaaS, and IaaS.OtherRevenue from leasing arrangements is not subject to the revenue standard for contracts with customers and remains separately accounted for underexisting lease accounting guidance. We record revenue from the sale of equipment under sales-type leases as product revenue in an amount equal to thepresent value of minimum lease payments at the inception of the lease. Sales-type leases also produce financing income, which is included in netproducts revenue in the Consolidated Statements of Income (Loss) and is recognized at effective rates of return over the lease term. We also offerqualified customers fixed-term loans and revolving credit lines for the purchase of our products and services. Financing income attributable to theseloans is recognized in product net revenue on an accrual basis.Disaggregation of Revenue — Our revenue is presented on a disaggregated basis on the Consolidated Statements of Income (Loss) and in Note 19 of theNotes to the Consolidated Financial Statements based on an evaluation of disclosures outside of the financial statements, information regularly reviewed bythe chief operating decision maker for evaluating the financial performance of operating segments, and other information that is used to evaluate ourfinancial performance or make resource allocations. This information includes revenue from products and services, revenue from reportable segments, andrevenue by major product categories within the segments.Contract Assets — Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when such a right isconditional on something other than the passage of time. Such amounts have been insignificant to date.Contract Liabilities — Contract liabilities primarily consist of deferred revenue. Deferred revenue is recorded when we have a right to invoice or paymentshave been received for undelivered products or services, or in situations where revenue recognition criteria have not been met. Deferred revenue alsorepresents amounts received in advance for extended warranty services and software maintenance. Revenue is recognized on these items when the revenuerecognition criteria are met, generally resulting in ratable recognition over the contract term. We also have deferred revenue related to undelivered hardwareand professional services, consisting of installations and consulting engagements, which are recognized when our performance obligations under the contractare completed. See Note 9 of the Notes to the Consolidated Financial Statements included in this report for additional information about deferred revenue.Costs to Obtain a Contract — The incremental direct costs of obtaining a contract primarily consist of sales commissions and employer taxes related tocommission payments. We elected, as a practical expedient, to expense as incurred costs to obtain a contract equal to or less than one year in duration. Forcontracts greater than one year in duration, the associated costs to obtain a contract are deferred and amortized over the period of contract performance or alonger period, generally the estimated life of the customer relationship, if renewals are expected and the renewal commission is not commensurate with theinitial commission. Deferred costs to obtain a contract are typically amortized over a period of three to seven years, depending on the contract term andexpectation of the period of benefit for the costs, which may exceed the contract term. Amortization expense is recognized on a straight-line basis andincluded in selling, general, and administrative expenses in the Consolidated Statements of Income (Loss). We periodically review these deferred costs todetermine whether events or changes in circumstances have occurred that could impact the carrying value or period of benefit of the deferred salescommissions.Deferred Revenue — Deferred revenue is recorded when we have a right to invoice or payments have been received for undelivered products or services incontracts where transfer of control has not occurred. Deferred revenue represents amounts received in advance for support and deployment services, softwaremaintenance, professional services, training, SaaS, and IaaS. Revenue is recognized on these items when the revenue recognition criteria are met, generallyresulting in ratable recognition over the contract term. We also have deferred revenue related to undelivered hardware and professional services, consisting ofinstallations and consulting engagements, which are recognized as our performance obligations under the contract are completed.76 Table of ContentsBusiness Combinations and Intangible Assets, Including Goodwill — We account for business combinations using the acquisition method of accounting,and, accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase priceover the estimated fair value is recorded as goodwill. Any changes in the estimated fair values of the net assets recorded for acquisitions prior to thefinalization of more detailed analysis, but not to exceed one year from the date of acquisition, will change the amount of the purchase price allocable togoodwill. The cumulative impact of any subsequent changes to any purchase price allocations that are material to our consolidated financial results will beadjusted in the reporting period in which the adjustment amount is determined. All acquisition costs are expensed as incurred. Identifiable intangible assetswith finite lives are amortized over their estimated useful lives. In-process research and development costs are recorded at fair value as an indefinite-livedintangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. Separatelyrecognized transactions associated with business combinations are generally expensed subsequent to the acquisition date. The application of businesscombination and impairment accounting requires the use of significant estimates and assumptions.The results of operations of acquired businesses are included in our Consolidated Financial Statements from the acquisition date.Goodwill and indefinite-lived intangible assets are tested for impairment annually during the third fiscal quarter and whenever events or circumstances mayindicate that an impairment has occurred. To determine whether goodwill is impaired, we first assess certain qualitative factors. Based on this assessment, if itis determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform the quantitative analysis of thegoodwill impairment test. The fair value of each of our goodwill reporting units is generally estimated using a combination of public company multiples anddiscounted cash flow methodologies, and then compared to the carrying value of each goodwill reporting unit.Standard Warranty Liabilities — We record warranty liabilities at the time of sale for the estimated costs that may be incurred under the terms of the limitedwarranty. The liability for standard warranties is included in accrued and other current and other non-current liabilities on the Consolidated Statements ofFinancial Position. The specific warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generallyinclude technical support, parts, and labor over a period ranging from one to three years. Factors that affect our warranty liability include the number ofinstalled units currently under warranty, historical and anticipated rates of warranty claims on those units, and cost per claim to satisfy our warrantyobligation. The anticipated rate of warranty claims is the primary factor impacting our estimated warranty obligation. The other factors are less significantdue to the fact that the average remaining aggregate warranty period of the covered installed base is approximately 16 months, repair parts are generallyalready in stock or available at pre-determined prices, and labor rates are generally arranged at pre-established amounts with service providers. Warrantyclaims are reasonably predictable based on historical experience of failure rates. If actual results differ from our estimates, we revise our estimated warrantyliability to reflect such changes. Each quarter, we reevaluate our estimates to assess the adequacy of the recorded warranty liabilities and adjust the amountsas necessary.Income Taxes — We are subject to income tax in the United States and numerous foreign jurisdictions. Significant judgments are required in determining theconsolidated provision for income taxes. We calculate a provision for income taxes using the asset and liability method, under which deferred tax assets andliabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax and accounting purposes. We accountfor the tax impact of including Global Intangible Low-Taxed Income (GILTI) in U.S. taxable income as a period cost. We provide related valuationallowances for deferred tax assets, where appropriate. Significant judgment is required in determining any valuation allowance against deferred tax assets. Inassessing the need for a valuation allowance, we consider all available evidence for each jurisdiction, including past operating results, estimates of futuretaxable income, and the feasibility of ongoing tax planning strategies. In the event we determine that all or part of the net deferred tax assets are notrealizable in the future, we will make an adjustment to the valuation allowance that would be charged to earnings in the period such determination is made.Significant judgment is also required in evaluating our uncertain tax positions. Although we believe our tax return positions are sustainable, we recognizetax benefits from uncertain tax positions in the financial statements only when it is more likely than not that the positions will be sustained uponexamination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxingauthority’s administrative practices and precedents. To the extent that the final tax outcome of these matters is different from the amounts recorded, suchdifferences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impactof reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties. We believe we have providedadequate reserves for all uncertain tax positions.77 Table of ContentsLoss Contingencies — We are subject to the possibility of various losses arising in the ordinary course of business. We consider the likelihood of loss orimpairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss, in determining loss contingencies. Anestimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can bereasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether newaccruals are required. Third parties have in the past asserted, and may in the future assert, claims or initiate litigation related to exclusive patent, copyright,and other intellectual property rights to technologies and related standards that are relevant to us. If any infringement or other intellectual property claimmade against us by any third party is successful, or if we fail to develop non-infringing technology or license the proprietary rights on commerciallyreasonable terms and conditions, our business, operating results, and financial condition could be materially and adversely affected.Inventories — We state our inventory at the lower of cost or market. We record a write-down for inventories of components and products, including third-party products held for resale, which have become obsolete or are in excess of anticipated demand or net realizable value. We perform a detailed review ofinventory each fiscal quarter that considers multiple factors, including demand forecasts, product life cycle status, product development plans, current saleslevels, and component cost trends. The industries in which we compete are subject to demand changes. If future demand or market conditions for our productsare less favorable than forecasted or if unforeseen technological changes negatively impact the utility of component inventory, we may be required to recordadditional write-downs, which would adversely affect our gross margin.Recently Issued Accounting PronouncementsSee Note 2 of the Notes to the Consolidated Financial Statements included in this report for a summary of recently issued accounting pronouncements thatare applicable to our Consolidated Financial Statements.78 Table of ContentsITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKDell Technologies is exposed to a variety of market risks, including risks associated with foreign currency exchange rate fluctuations, interest rate changesaffecting its variable-rate debt, and changes in the market value of investments. In the normal course of business, Dell Technologies employs establishedpolicies and procedures to manage these risks.Foreign Currency RiskDuring Fiscal 2019 and Fiscal 2018, the principal foreign currencies in which Dell Technologies transacted business were the Euro, Chinese Renminbi,Japanese Yen, British Pound, and Canadian Dollar. The objective of Dell Technologies in managing its exposures to foreign currency exchange ratefluctuations is to reduce the impact of adverse fluctuations associated with foreign currency exchange rate changes on earnings and cash flows. Accordingly,Dell Technologies utilizes foreign currency option contracts and forward contracts to hedge its exposure on forecasted transactions and firm commitments forcertain currencies. Dell Technologies monitors its foreign currency exchange exposures to ensure the overall effectiveness of its foreign currency hedgepositions. However, there can be no assurance that the foreign currency hedging activities will continue to substantially offset the impact of fluctuations incurrency exchange rates on Dell Technologies’ results of operations and financial position in the future.Based on the outstanding foreign currency hedge instruments of Dell Technologies, which include designated and non-designated instruments, there was amaximum potential one-day loss in fair value at a 95% confidence level of approximately $29 million as of February 1, 2019 and $17 million as ofFebruary 2, 2018 using a Value-at-Risk (“VAR”) model. By using market implied rates and incorporating volatility and correlation among the currencies of aportfolio, the VAR model simulates 10,000 randomly generated market prices and calculates the difference between the fifth percentile and the average as theValue-at-Risk. The VAR model is a risk estimation tool and is not intended to represent actual losses in fair value that could be incurred. Additionally, asDell Technologies utilizes foreign currency instruments for hedging forecasted and firmly committed transactions, a loss in fair value for those instruments isgenerally offset by increases in the value of the underlying exposure.Interest Rate RiskDell Technologies is primarily exposed to interest rate risk related to its variable-rate debt and investment portfolio.Variable-Rate Debt — As of February 1, 2019, Dell Technologies’ variable-rate debt consisted of $12.7 billion of outstanding borrowings under its SeniorSecured Credit Facilities, $3.4 billion of outstanding borrowings under its Margin Loan Facility, and $1.9 billion of outstanding DFS borrowings. Amountsoutstanding under these facilities generally bear interest at variable rates equal to applicable margins plus specified base rates or LIBOR-based rates.Accordingly, Dell Technologies is exposed to market risk based on fluctuations in interest rates on borrowings under the facilities where we do not mitigatethe interest rate risk through the use of interest rate swaps. As of February 1, 2019, outstanding borrowings under the Senior Secured Credit and Margin Loanfacilities accrued interest at an annual rate between 4.01% and 4.99%, whereas DFS borrowings accrued interest at an annual rate between 0.89% and 10.15%.Based on the variable-rate debt outstanding as of February 1, 2019, a 100 basis point increase in interest rates would have resulted in an increase ofapproximately $179 million in annual interest expense. For more information about our debt, see Note 6 of the Notes to the Consolidated FinancialStatements included in this report.By comparison, as of February 2, 2018, Dell Technologies had $10.6 billion of outstanding borrowings under its Senior Secured Credit Facilities, $2.0billion of outstanding borrowings under its Margin Loan Facility, and $2.8 billion of outstanding DFS borrowings. Based on this variable-rate debtoutstanding as of February 2, 2018, a 100 basis point increase in interest rates would have resulted in an increase of approximately $140 million in annualinterest expense.Investment Portfolio — We maintain an investment portfolio consisting of debt and equity securities of various types and maturities which is exposed tointerest rate risk. The investments are classified as available-for-sale and are all denominated in U.S. dollars. These securities are recorded on the consolidatedbalance sheet at market value, with any unrealized gain or temporary non-credit related loss recorded in other comprehensive loss. These instruments are notleveraged and are not held for trading purposes. Dell Technologies mitigates the risks related to its investment portfolio by investing primarily in high-quality credit securities, limiting the amount that can be invested in any single issuer, and investing in short-to-intermediate-term investments. As ofFebruary 1, 2019 and February 2, 2018, a 100 basis point increase or decrease in interest rates would have resulted in no impact and a $79 million impact,respectively, on the fair value of this portfolio. See Note 4 of the Notes to the Consolidated Financial Statements included in this report for more informationon our investment portfolio.79 Table of ContentsITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAIndex PageReport of Independent Registered Public Accounting Firm81Consolidated Statements of Financial Position as of February 1, 2019 and February 2, 201883Consolidated Statements of Income (Loss) for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 201784Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 201785Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 201786Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 201788Notes to the Consolidated Financial Statements91Note 1 — Basis of Presentation91Note 2 — Description of Business and Summary of Significant Accounting Policies93Note 3 — Fair Value Measurements108Note 4 — Investments110Note 5 — Financial Services111Note 6 — Debt116Note 7 — Derivative Instruments and Hedging Activities121Note 8 — Business Combinations, Goodwill and Intangible Assets125Note 9 — Deferred Revenue132Note 10 — Commitments and Contingencies133Note 11 — Income and Other Taxes136Note 12 — Accumulated Other Comprehensive Income (Loss)141Note 13 — Non-Controlling Interests143Note 14 — Capitalization144Note 15 — Earnings (Loss) Per Share149Note 16 — Stock-Based Compensation152Note 17 — Redeemable Shares162Note 18 — Retirement Plan Benefits163Note 19 — Segment Information167Note 20 — Supplemental Consolidated Financial Information170Note 21 — Condensed Financial Information of Parent Company174Note 22 — Unaudited Quarterly Results177Note 23 — Related Party Transactions179Note 24 — Subsequent Events17980 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders of Dell Technologies Inc.Opinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated statements of financial position of Dell Technologies Inc. and its subsidiaries (the “Company”) as ofFebruary 1, 2019 and February 2, 2018, and the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity (deficit)and cash flows for each of the three years in the period ended February 1, 2019, including the related notes (collectively referred to as the “consolidatedfinancial statements”). We also have audited the Company’s internal control over financial reporting as of February 1, 2019, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as ofFebruary 1, 2019 and February 2, 2018, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2019 inconformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all materialrespects, effective internal control over financial reporting as of February 1, 2019, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO.Change in Accounting PrinciplesAs discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts withcustomers and the manner in which it accounts for the classification of certain cash receipts and payments and the classification and presentation of restrictedcash on the consolidated statement of cash flows in the year ended February 1, 2019.Basis for OpinionsThe Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control OverFinancial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on theCompany’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company AccountingOversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities lawsand the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internalcontrol over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles usedand significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internalcontrol over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performingsuch other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.81 Table of ContentsDefinition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ PricewaterhouseCoopers LLPAustin, TexasMarch 29, 2019We have served as the Company’s auditor since 1986.82 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(in millions) February 1, 2019 February 2, 2018ASSETSCurrent assets: Cash and cash equivalents$9,676 $13,942Short-term investments— 2,187Accounts receivable, net12,371 11,721Short-term financing receivables, net4,398 3,919Inventories, net3,649 2,678Other current assets6,044 5,881Total current assets36,138 40,328Property, plant, and equipment, net5,259 5,390Long-term investments1,005 4,163Long-term financing receivables, net4,224 3,724Goodwill40,089 39,920Intangible assets, net22,270 28,265Other non-current assets2,835 2,403Total assets$111,820 $124,193LIABILITIES, REDEEMABLE SHARES, AND STOCKHOLDERS’ EQUITY (DEFICIT)Current liabilities: Short-term debt$4,320 $7,873Accounts payable19,213 18,334Accrued and other8,495 8,026Short-term deferred revenue12,944 11,606Total current liabilities44,972 45,839Long-term debt49,201 43,998Long-term deferred revenue11,066 9,210Other non-current liabilities6,327 7,277Total liabilities111,566 106,324Commitments and contingencies (Note 10) Redeemable shares (Note 17)1,196 384Stockholders’ equity (deficit): Common stock and capital in excess of $0.01 par value (Note 14)16,114 19,889Treasury stock at cost(63) (1,440)Accumulated deficit(21,349) (6,860)Accumulated other comprehensive income (loss)(467) 130Total Dell Technologies Inc. stockholders’ equity (deficit)(5,765) 11,719Non-controlling interests4,823 5,766Total stockholders’ equity (deficit)(942) 17,485Total liabilities, redeemable shares, and stockholders’ equity (deficit)$111,820 $124,193The accompanying notes are an integral part of these Consolidated Financial Statements.83 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF INCOME (LOSS)(in millions, except per share amounts) Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017Net revenue: Products$71,287 $61,251 $51,057Services19,334 17,789 11,107Total net revenue90,621 79,040 62,164Cost of net revenue: Products57,889 51,433 43,388Services7,679 7,070 5,127Total cost of net revenue65,568 58,503 48,515Gross margin25,053 20,537 13,649Operating expenses: Selling, general, and administrative20,640 18,569 13,403Research and development4,604 4,384 2,636Total operating expenses25,244 22,953 16,039Operating loss(191) (2,416) (2,390)Interest and other, net(2,170) (2,353) (2,104)Loss from continuing operations before income taxes(2,361) (4,769) (4,494)Income tax benefit(180) (1,843) (1,420)Net loss from continuing operations(2,181) (2,926) (3,074)Net income from discontinued operations— — 1,916Net loss(2,181) (2,926) (1,158)Less: Net income (loss) attributable to non-controlling interests129 (77) 9Net loss attributable to Dell Technologies Inc.$(2,310) $(2,849) $(1,167) Earnings (loss) per share attributable to Dell Technologies Inc. - basic: Continuing operations - Class V Common Stock - basic$6.01 $1.63 $1.36Continuing operations - DHI Group - basic$(6.02) $(5.61) $(7.19)Discontinued operations - DHI Group - basic$— $— $4.08 Earnings (loss) per share attributable to Dell Technologies Inc. - diluted: Continuing operations - Class V Common Stock - diluted$5.91 $1.61 $1.35Continuing operations - DHI Group - diluted$(6.04) $(5.62) $(7.19)Discontinued operations - DHI Group - diluted$— $— $4.08 The accompanying notes are an integral part of these Consolidated Financial Statements.84 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(in millions) Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017Net loss$(2,181) $(2,926) $(1,158) Other comprehensive income (loss), net of tax Foreign currency translation adjustments(631) 791 (254)Available-for-sale investments: Change in unrealized gains (losses)2 31 (17)Reclassification adjustment for net (gains) losses realized in net loss43 2 1Net change in market value of investments45 33 (16)Cash flow hedges: Change in unrealized gains (losses)299 (248) 20Reclassification adjustment for net (gains) losses included in net loss(225) 134 (43)Net change in cash flow hedges74 (114) (23)Pension and other postretirement plans: Recognition of actuarial net gains (losses) from pension and otherpostretirement plans(21) 13 19Reclassification adjustments for net (gains) losses from pension andother— — —Net change in actuarial net gains (losses) from pension and otherpostretirement plans(21) 13 19 Total other comprehensive income (loss), net of tax expense (benefit) of$14, $12, and $(3), respectively(533) 723 (274)Comprehensive loss, net of tax(2,714) (2,203) (1,432)Less: Net income (loss) attributable to non-controlling interests129 (77) 9Less: Other comprehensive income (loss) attributable to non-controlling interests6 (2) (3)Comprehensive loss attributable to Dell Technologies Inc.$(2,849) $(2,124) $(1,438)The accompanying notes are an integral part of these Consolidated Financial Statements.85 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions; continued on next page) Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017Cash flows from operating activities: Net loss$(2,181) $(2,926) $(1,158)Adjustments to reconcile net loss to net cash provided by operatingactivities: Depreciation and amortization7,746 8,634 4,938Amortization of debt issuance costs146 183 268Stock-based compensation expense918 835 398Deferred income taxes(1,331) (2,605) (2,052)Net (gain) loss on sale of businesses(30) 16 (2,165)Provision for doubtful accounts — including financing receivables172 164 120Other468 391 173Changes in assets and liabilities, net of effects from acquisitions anddispositions: Accounts receivable(1,104) (1,590) (1,935)Financing receivables(1,302) (1,653) (751)Inventories(1,445) (325) 1,076Other assets(534) (1,395) 117Accounts payable952 3,779 751Deferred revenue3,418 2,748 1,933Accrued and other liabilities1,098 587 654Change in cash from operating activities6,991 6,843 2,367Cash flows from investing activities: Investments: Purchases(925) (4,389) (778)Maturities and sales6,612 3,878 1,173Capital expenditures(1,158) (1,212) (699)Proceeds from sale of facilities, land, and other assets10 — 24Capitalized software development costs(339) (369) (207)Collections on purchased financing receivables30 30 35Acquisition of businesses, net(912) (658) (37,609)Divestitures of businesses, net142 — 6,873Asset acquisitions, net(59) (96) —Asset dispositions, net(12) (59) —Other— — (48)Change in cash from investing activities3,389 (2,875) (31,236)The accompanying notes are an integral part of these Consolidated Financial Statements.86 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(continued; in millions) Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017Cash flows from financing activities: Payment of dissenting shares obligation(76) — (446)Share repurchases for tax withholdings of equity awards(387) (385) (93)Dividends paid to VMware, Inc.’s public stockholders(2,134) — —Proceeds from the issuance of DHI Group Common Stock— — 4,422Proceeds from the issuance of common stock of subsidiaries803 131 164Repurchases of DHI Group Common Stock(47) (6) (10)Repurchases of Class V Common Stock(14,000) (723) (701)Repurchases of common stock of subsidiaries(56) (724) (611)Payments for debt issuance costs(28) (48) (853)Proceeds from debt13,045 14,415 46,857Repayments of debt(11,451) (12,258) (16,960)Other2 1 16Change in cash from financing activities(14,329) 403 31,785Effect of exchange rate changes on cash, cash equivalents, and restrictedcash(189) 175 24Change in cash, cash equivalents, and restricted cash(4,138) 4,546 2,940Cash, cash equivalents, and restricted cash at beginning of the period14,378 9,832 6,892Cash, cash equivalents, and restricted cash at end of the period$10,240 $14,378 $9,832Income tax paid$747 $924 $978Interest paid$2,347 $2,192 $1,575The accompanying notes are an integral part of these Consolidated Financial Statements.87 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)(in millions; continued on next page) Common Stock and Capital in Excessof Par Value Treasury Stock DHI Group Class V CommonStock DHI Group Class V CommonStock IssuedShares Amount IssuedShares Amount Shares Amount Shares Amount AccumulatedDeficit AccumulatedOtherComprehensiveIncome/(Loss) DellTechnologiesStockholders’Equity(Deficit) Non-ControllingInterests TotalStockholders’ Equity(Deficit)Balances as ofJanuary 29,2016,previouslyreported405 $5,727 — $— — $— — $— $(3,937) $(324) $1,466 — 1,466Adjustmentfor adoptionof accountingstandard (Note2)— — — — — — — — 1,009 — 1,009 — 1,009Balances as ofJanuary 29,2016, recast405 $5,727 — $— — $— — $— $(2,928) $(324) $2,475 — 2,475Net income(loss)— — — — — — — — (1,167) — (1,167) 9 (1,158)Foreigncurrencytranslationadjustments— — — — — — — — — (254) (254) — (254)Investments,net change— — — — — — — — — (13) (13) (3) (16)Cash flowhedges, netchange— — — — — — — — — (23) (23) — (23)Pension andother post-retirement— — — — — — — — — 19 19 — 19Fair value ofnon-controllinginterestsassumed inbusinesscombination— — — — — — — — — — — 6,048 6,048Issuance ofcommon stock164 4,441 223 10,041 — — — — — — 14,482 — 14,482Stock-basedcompensationexpense— 98 — — — — — — — — 98 300 398Tax benefitfrom stock-basedcompensation— 9 — — — — — — — — 9 1 10Treasury stockrepurchases— — — — — (10) 14 (742) — — (752) — (752)Revaluation ofredeemableshares— (125) — — — — — — — — (125) — (125)Impact fromequitytransactions ofnon-controllinginterests— 18 — — — — — — — — 18 (534) (516)Other— (10) — — — — — — — — (10) — (10)Balances as ofFebruary 3,2017569 $10,158 223 $10,041 — $(10) 14 $(742) $(4,095) $(595) $14,757 $5,821 $20,578The accompanying notes are an integral part of these Consolidated Financial Statements. 88 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)(in millions; continued on next page) Common Stock and Capital in Excessof Par Value Treasury Stock DHI Group Class V CommonStock DHI Group Class V CommonStock IssuedShares Amount IssuedShares Amount Shares Amount Shares Amount AccumulatedDeficit AccumulatedOtherComprehensiveIncome/(Loss) DellTechnologiesStockholders’Equity(Deficit) Non-ControllingInterests TotalStockholders’ Equity(Deficit)Balances as ofFebruary 3,2017569 $10,158 223 $10,041 — $(10) 14 $(742) $(4,095) $(595) $14,757 $5,821 $20,578Adjustmentfor adoptionof accountingstandard(Note 2)— — — — — — — — 84 — 84 — 84Net loss— — — — — — — — (2,849) — (2,849) (77) (2,926)Foreigncurrencytranslationadjustments— — — — — — — — — 791 791 — 791Investments,net change— — — — — — — — — 35 35 (2) 33Cash flowhedges, netchange— — — — — — — — — (114) (114) — (114)Pension andother post-retirement— — — — — — — — — 13 13 — 13Issuance ofcommonstock2 (31) — — — — — — — — (31) — (31)Stock-basedcompensationexpense— 109 — — — — — — — — 109 730 839Treasurystockrepurchases— — — — 1 (6) 10 (682) — — (688) — (688)Revaluationof redeemableshares— (153) — — — — — — — — (153) — (153)Impact fromequitytransactionsof non-controllinginterests— (235) — — — — — — — — (235) (706) (941)Balances as ofFebruary 2,2018571 $9,848 223 $10,041 1 $(16) 24 $(1,424) $(6,860) $130 $11,719 $5,766 $17,485The accompanying notes are an integral part of these Consolidated Financial Statements.89 Table of ContentsDELL TECHNOLOGIES INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)(continued; in millions) Common Stock and Capital in ExcessofPar Value Treasury Stock DHI Group Class V CommonStock DHI Group Class V CommonStock IssuedShares Amount IssuedShares Amount Shares Amount Shares Amount AccumulatedDeficit AccumulatedOtherComprehensiveIncome/(Loss) DellTechnologiesStockholders’Equity(Deficit) Non-ControllingInterests TotalStockholders’ Equity(Deficit)Balances as ofFebruary 2,2018571 $9,848 223 $10,041 1 $(16) 24 $(1,424) $(6,860) $130 $11,719 $5,766 $17,485Adjustmentfor adoptionof accountingstandards(Note 2)— — — — — — — — 58 (58) — (5) (5)Net income(loss)— — — — — — — — (2,310) — (2,310) 129 (2,181)Foreigncurrencytranslationadjustments— — — — — — — — (631) (631) — (631)Investments,net change— — — — — — — — — 39 39 6 45Cash flowhedges, netchange— — — — — — — — — 74 74 — 74Pension andother post-retirement— — — — — — — — — (21) (21) — (21)Issuance ofcommonstock150 6,845 — — — — — — (6,872) — (27) — (27)Stock-basedcompensationexpense— 99 — — — — — — — — 99 819 918Treasurystockrepurchases— — — — 1 (47) — — — — (47) — (47)Revaluationofredeemableshares— (812) — — — — — — — — (812) — (812)Repurchaseof Class VCommonStock— — (223) (10,041) — — (24) 1,424 (5,365) — (13,982) — (13,982)Impact fromequitytransactionsof non-controllinginterests— 134 — — — — — — — — 134 (1,892) (1,758)Balances as ofFebruary 1,2019721 $16,114 — $— 2 $(63) — $— $(21,349) $(467) $(5,765) $4,823 $(942)The accompanying notes are an integral part of these Consolidated Financial Statements.90 Table of ContentsNOTE 1 — BASIS OF PRESENTATIONReferences in these Notes to the Consolidated Financial Statements to the “Company” or “Dell Technologies” mean Dell Technologies Inc. individually andtogether with its consolidated subsidiaries.EMC Merger Transaction — On September 7, 2016, the Company completed its acquisition of EMC Corporation (“EMC”) by merger (the “EMC mergertransaction”). The consolidated results of EMC are included in Dell Technologies’ consolidated results presented in these financial statements. See Note 8 ofthe Notes to the Consolidated Financial Statements for additional information about the EMC merger transaction.Basis of Presentation — These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in theUnited States of America (“GAAP”). As a result of the EMC merger transaction, the Company’s results of operations, comprehensive income (loss), and cashflows for the fiscal periods reflected in these Consolidated Financial Statements are not directly comparable as the results of the acquired businesses are onlyincluded in the consolidated results from September 7, 2016.Unless the context indicates otherwise, references in these Notes to the Consolidated Financial Statements to “VMware” mean the VMware reportablesegment, which reflects the operations of VMware, Inc. (NYSE: VMW) within Dell Technologies. See Exhibit 99.1 filed with this report for information onthe differences between VMware reportable segment results and VMware, Inc. results.Pivotal Initial Public Offering — On April 24, 2018, Pivotal Software, Inc. (“Pivotal”), which is majority-owned by Dell Technologies, completed aregistered underwritten initial public offering (“IPO”) of its Class A common stock (NYSE: PVTL). The results of Pivotal’s operations are included in otherbusinesses. For more information regarding the Company’s ownership of Pivotal, see Note 13 of the Notes to the Consolidated Financial Statements.Divestitures — During the fiscal year ended February 3, 2017, the Company completed the divestitures of Dell Services, Dell Software Group (“DSG”), andDell EMC Enterprise Content Division (“ECD”). The results of Dell Services, DSG, and ECD are presented as discontinued operations in the ConsolidatedStatements of Income (Loss) and, as such, have been excluded from both continuing operations and segment results for the relevant period. Cash flows fromthe Company’s discontinued operations are included in the accompanying Consolidated Statements of Cash Flows. Depreciation and amortization andcapital expenditures from discontinued operations totaled $32 million and $82 million, respectively, for the fiscal year ended February 3, 2017.91 Table of ContentsThe following table presents key financial results of Dell Services, DSG, and ECD for the period presented: Fiscal Year Ended February 3, 2017 ECD (a) Dell Services DSG Total (in millions)Net revenue$208 $1,980 $975 $3,163Cost of net revenue56 1,563 250 1,869Operating expenses137 347 726 1,210Interest and other, net(1) (8) (2) (11)Income (loss) from discontinued operations beforeincome taxes and gain (loss) on disposal14 62 (3) 73Income tax provision (benefit)3 (40) (23) (60)Income from discontinued operations, net of incometaxes, before gain (loss) on disposal11 102 20 133Gain (loss) on disposal, net of tax expense (benefit) of$181, $(262), and $462, respectively(356) 1,669 470 1,783Income (loss) from discontinued operations, net ofincome taxes$(345) $1,771 $490 $1,916____________________(a)The results of ECD were classified as discontinued operations for the period from September 7, 2016 through February 3, 2017 because the ECD businesswas only included in the Company’s consolidated results since the closing of the EMC merger transaction.92 Table of ContentsNOTE 2 — DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESDescription of Business — The Company is a strategically aligned family of businesses that offers a broad range of technology solutions, including desktops,notebooks, servers and networking products, storage products, cloud solutions products, services, software, and third-party software and peripherals.The Company’s fiscal year is the 52- or 53-week period ending on the Friday nearest January 31. The fiscal years ended February 1, 2019 and February 2,2018 were 52-week periods. The fiscal year ended February 3, 2017 was a 53-week period.Principles of Consolidation — These Consolidated Financial Statements include the accounts of Dell Technologies and its wholly-owned subsidiaries, aswell as the accounts of VMware, Inc., Pivotal, and SecureWorks Corp. (“Secureworks”), each of which is majority-owned by Dell Technologies. Allintercompany transactions have been eliminated.Use of Estimates — The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect theamounts reported in the Consolidated Financial Statements and the accompanying Notes. Actual results could differ materially from those estimates.Cash and Cash Equivalents — All highly liquid investments, including credit card receivables due from banks, with original maturities of 90 days or less atdate of purchase, are reported at fair value and are considered to be cash equivalents. All other investments not considered to be cash equivalents areseparately categorized as investments.Investments — All debt security investments with effective maturities in excess of one year and substantially all equity and other securities are recorded aslong-term investments in the Consolidated Statements of Financial Position. In comparison, debt security instruments with an effective maturity of one yearor less are classified as short-term investments in the Consolidated Statements of Financial Position.Unrealized gain and loss positions on investments classified as available-for-sale are included within accumulated other comprehensive income (loss), net ofany related tax effect. Realized gains and losses and other-than-temporary impairments are reclassified from accumulated other comprehensive income (loss)to interest and other, net. Strategic investments in publicly-traded companies are recorded at fair value based on quoted prices in active markets. Strategicinvestments in privately-held companies without readily determinable fair values are recorded at cost, less impairment, and are adjusted for observable pricechanges. Fair value measurements and impairments for strategic investments are recognized in interest and other, net in the Consolidated Statements ofIncome (Loss). In evaluating equity investments without readily determinable fair values for impairment or observable price changes, the Company usesinputs that include pre- and post-money valuations of recent financing events and the impact of those events on its fully diluted ownership percentages, aswell as other available information regarding the issuer’s historical and forecasted performance.Allowance for Doubtful Accounts — The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probablelosses, net of recoveries. The allowance is based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specificidentifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized in selling,general, and administrative expenses.Financing Receivables — Financing receivables are presented net of allowance for losses and consist of customer receivables and residual interest. Customerreceivables include revolving loans and fixed-term leases and loans resulting primarily from the sale of the Company’s products and services. The Companyhas two portfolios, consisting of (1) fixed-term leases and loans and (2) revolving loans, and assesses risk at the portfolio level to determine the appropriateallowance levels. The portfolio segments are further segregated into classes based on products, customer type, and credit risk evaluation: (1) Revolving - DellPreferred Account (“DPA”); (2) Revolving - Dell Business Credit (“DBC”); and (3) Fixed-term - Consumer and Commercial. Fixed-term leases and loans areoffered to qualified small and medium-sized businesses, large commercial accounts, governmental organizations, and educational entities. Additionally,fixed-term loans are also offered to certain individual consumer customers. Revolving loans are offered under private label credit financing programs. TheDPA revolving loan programs are offered to individual consumers and the DBC revolving loan programs are offered to small and medium-sized businesscustomers.93 Table of ContentsThe Company retains a residual interest in equipment leased under its fixed-term lease programs. The amount of the residual interest is established at theinception of the lease based upon estimates of the value of the equipment at the end of the lease term using historical studies, industry data, and future value-at-risk demand valuation methods. On a quarterly basis, the Company assesses the carrying amount of its recorded residual values for impairment.Anticipated declines in specific future residual values that are considered to be other-than-temporary are recorded currently in earnings.Allowance for Financing Receivable Losses — The Company recognizes an allowance for losses on financing receivables in an amount equal to the probablelosses net of recoveries. The allowance for losses is generally determined at the aggregate portfolio level based on a variety of factors, including historicaland anticipated experience, past due receivables, receivable type, and customer risk profile. Customer account principal and interest are charged to theallowance for losses when an account is deemed to be uncollectible or generally when the account is 180 days delinquent. While the Company does notgenerally place financing receivables on non-accrual status during the delinquency period, accrued interest is included in the allowance for loss calculationand, therefore, the Company is adequately reserved in the event of charge off. Recoveries on receivables previously charged off as uncollectible are recordedto the allowance for financing receivables losses. The expense associated with the allowance for financing receivables losses is recognized as cost of netrevenue. Both fixed and revolving receivable loss rates are affected by macroeconomic conditions, including the level of gross domestic product (“GDP”)growth, unemployment rates, the level of commercial capital equipment investment, and the credit quality of the borrower.Asset Securitization — The Company transfers certain U.S. and European customer financing receivables to Special Purpose Entities (“SPEs”) that meet thedefinition of a Variable Interest Entity (“VIE”) and are consolidated into the Consolidated Financial Statements. These SPEs are bankruptcy-remote legalentities with separate assets and liabilities. The purpose of the SPEs is to facilitate the funding of customer receivables in the capital markets. These SPEshave entered into financing arrangements with multi-seller conduits that, in turn, issue asset-backed debt securities in the capital markets. The assetsecuritizations in the SPEs are accounted for as secured borrowings. See Note 5 of the Notes to the Consolidated Financial Statements for additionalinformation regarding SPEs.Inventories — Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out basis. Adjustments to reduce the cost ofinventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.Property, Plant, and Equipment — Property, plant, and equipment are carried at depreciated cost. Depreciation is determined using the straight-line methodover the shorter of the estimated economic lives of the assets or the lease term. The estimated useful lives of the Company’s property, plant, and equipmentare generally as follows: Estimated Useful LifeComputer equipment3-5 yearsBuildings10-30 years or term of underlying land leaseLeasehold improvementsShorter of 5-20 years or lease termMachinery and equipment3-5 yearsGains or losses related to retirements or dispositions of fixed assets are recognized in the period during which the retirement or disposition occurs.Capitalized Software Development Costs — In accordance with the applicable accounting standards, software development costs related to the developmentof new product offerings are capitalized subsequent to the establishment of technological feasibility, which is demonstrated by the completion of a detailedprogram design or working model, if no program design is completed. The Company amortizes capitalized costs on a straight-line basis over the estimateduseful lives of the products, which is generally two years.94 Table of ContentsAs of February 1, 2019 and February 2, 2018, capitalized software development costs were $617 million and $489 million and are included in other non-current assets, net in the accompanying Consolidated Statements of Financial Position. Amortization expense for the fiscal years ended February 1, 2019 andFebruary 2, 2018 was $211 million and $82 million. Amortization expense for the period from September 7, 2016 through February 3, 2017 was immaterialas a result of the EMC merger transaction.The Company capitalizes certain internal and external costs to acquire or create internal use software which are incurred subsequent to the completion of thepreliminary project stage. Development costs are amortized on a straight-line basis over the shorter of the expected useful life of the software or five years.Costs associated with maintenance and minor enhancements to the features and functionality of the Company’s website are expensed as incurred.Impairment of Long-Lived Assets — The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carryingamount of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows expected fromthe use and eventual disposition of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded.Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. Long-lived assets to be disposed of arereported at the lower of carrying amount or fair value less costs to sell.Business Combinations — The assets and liabilities of acquired businesses are recorded at their fair values at the date of acquisition. The excess of thepurchase price over the fair value of the tangible and intangible assets acquired and the liabilities assumed is recorded as goodwill. During the measurementperiod, if new information is obtained about facts and circumstances that existed as of the acquisition date, cumulative changes in the estimated fair values ofthe net assets recorded may change the amount of the purchase price allocable to goodwill. During the measurement period, which expires one year from theacquisition date, changes to any purchase price allocations that are material to the Company’s consolidated financial results will be adjusted in the reportingperiod in which the adjustment amount is determined. See Note 8 of the Notes to the Consolidated Financial Statements for more information on businesscombinations.In-process research and development costs are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter untilcompletion, at which point the asset is amortized over its expected useful life. All acquisition costs are expensed as incurred, and the results of operations ofacquired businesses are included in the Consolidated Financial Statements from the acquisition date.Intangible Assets Including Goodwill — Identifiable intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets arereviewed for impairment when events and circumstances indicate the asset may be impaired. Goodwill and indefinite-lived intangible assets are tested forimpairment annually during the third fiscal quarter and whenever events or circumstances indicate that an impairment may have occurred.Foreign Currency Translation — The majority of the Company’s international sales are made by international subsidiaries, most of which have the U.S.dollar as their functional currency. The Company’s subsidiaries that do not have the U.S. dollar as their functional currency translate assets and liabilities atcurrent rates of exchange in effect at the balance sheet date. Revenue and expenses from these international subsidiaries are translated using the monthlyaverage exchange rates in effect for the period in which the transactions occur. Foreign currency translation adjustments are included as a component ofaccumulated other comprehensive income (loss) (“OCI”) in stockholders’ equity (deficit).Local currency transactions of international subsidiaries that have the U.S. dollar as the functional currency are remeasured into U.S. dollars using the currentrates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets and liabilities. Gains and losses fromremeasurement of monetary assets and liabilities are included in interest and other, net.Hedging Instruments — The Company uses derivative financial instruments, primarily forward contracts, options, and swaps, to hedge certain foreigncurrency and interest rate exposures. The relationships between hedging instruments and hedged items, as well as the risk management objectives andstrategies for undertaking hedge transactions, are formally documented. The Company does not use derivatives for speculative purposes. All derivativeinstruments are recognized as either assets or liabilities in the Consolidated Statements of Financial Position and are measured at fair value.95 Table of ContentsThe Company’s hedge portfolio includes non-designated derivatives and derivatives designated as cash flow hedges. For derivative instruments that aredesignated as cash flow hedges, the Company assesses hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of thederivative. The gain or loss on cash flow hedges is recorded in accumulated other comprehensive income (loss), as a separate component of stockholders’equity (deficit), and reclassified into earnings in the period during which the hedged transaction is recognized in earnings. For derivatives that are notdesignated as hedges or do not qualify for hedge accounting treatment, the Company recognizes the change in the instrument’s fair value currently inearnings as a component of interest and other, net.Cash flows from derivative instruments are presented in the same category on the Consolidated Statements of Cash Flows as the cash flows from theunderlying hedged items. See Note 7 of the Notes to the Consolidated Financial Statements for a description of the Company’s derivative financialinstrument activities.Revenue Recognition — The Company sells a wide portfolio of products and services to its customers. The Company’s agreements have varyingrequirements depending on the goods and services being sold, the rights and obligations conveyed, and the legal jurisdiction of the arrangement.Revenue is recognized for these arrangements based on the following five steps:(1)Identify the contract with a customer. The term “contract” refers to the enforceable rights and obligations provided in an agreement between theCompany and the customer in exchange for payment. The Company evaluates facts and circumstances regarding sales transactions in order toidentify contracts with its customers. An agreement must meet all of the following criteria to qualify as a contract eligible for revenue recognitionunder the model: (i) the contract must be approved by all parties who are committed to perform their respective obligations; (ii) each party’s rightsregarding the goods and services to be transferred to the customer can be identified; (iii) the payment terms for the goods and services can beidentified; (iv) the customer has the ability and intent to pay and it is probable that the Company will collect substantially all of the consideration towhich we will be entitled; and (v) the contract must have commercial substance. Judgment is used in determining the customer’s ability and intent topay, which is based upon various factors, including the customer’s historical payment experience or customer credit and financial information. (2)Identify the performance obligations in the contract. The Company’s contracts with customer often include the promise to transfer multiple goodsand services to a customer. Distinct promises within a contract are referred to as “performance obligations” and are accounted for as separate units ofaccount. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in thecontract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods orservices and whether such goods or services are separable from the other aspects of the contractual relationship. Promised goods and services areconsidered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that arereadily available to the customer (that is, the good or service is capable of being distinct); and (ii) the Company’s promise to transfer the good orservice to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinctwithin the context of the contract). The Company’s performance obligations include various distinct goods and services such as hardware, softwarelicenses, warranties, and other service offerings and solutions. Promised goods and services are explicitly identified in the Company’s contracts andmay be sold on a standalone basis or bundled as part of a combined solution. In certain hardware solutions, the hardware is highly interdependenton, and interrelated with, the embedded software. In these offerings, the hardware and software licenses are accounted for as a single performanceobligation.(3)Determine the transaction price. The transaction price reflects the amount of consideration to which the Company expects to be entitled inexchange for transferring goods or services to the customer. If the consideration promised in a contract includes a variable amount, the Companyestimates the amount to which it expects to be entitled using either the expected value or most likely amount method. Generally, volume discounts,rebates, and sales returns reduce the transaction price. In determining the transaction price, the Company only includes amounts that are not subjectto significant future reversal.96 Table of Contents(4)Allocate the transaction price to performance obligations in the contract. When a contract includes multiple performance obligations, thetransaction price is allocated to each performance obligation in an amount that depicts the consideration to which the Company expects to beentitled in exchange for transferring the promised goods or services. For contracts with multiple performance obligations, the transaction price isallocated in proportion to the standalone selling price (“SSP”) of each performance obligation.The best evidence of SSP is the observable price of a good or service when the Company sells that good or service separately in similarcircumstances to similar customers. If a directly observable price is available, the Company will utilize that price for the SSP. If a directly observableprice is not available, the SSP must be estimated. The Company estimates SSP by considering multiple factors, including, but not limited to, pricingpractices, internal costs, and profit objectives as well as overall market conditions, which include geographic or regional specific factors,competitive positioning, and competitor actions.(5)Recognize revenue when (or as) the performance obligation is satisfied. Revenue is recognized when obligations under the terms of the contractwith the Company’s customer are satisfied. Revenue is recognized either over time or at a point in time, depending on when the underlying productsor services are transferred to the customer. Revenue is recognized at a point in time for products upon transfer of control. Revenue is recognized overtime for support and deployment services, software support, SaaS, and IaaS. Revenue is recognized either over time or at a point in time forprofessional services and training depending on the nature of the offering to the customer.The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrently with specificrevenue-producing transactions.The Company has elected the following practical expedients with the adoption of the new revenue standard:•The Company does not account for significant financing components if the period between revenue recognition and when the customer pays for theproduct or service will be one year or less.•The Company recognizes revenue equal to the amount it has a right to invoice when the amount corresponds directly with the value to the customerof the Company’s performance to date.•The Company does not account for shipping and handling activities as a separate performance obligation, but rather as an activity performed totransfer the promised good.The following summarizes the nature of revenue recognized and the manner in which the Company accounts for sales transactions.ProductsProduct revenue consists of hardware and software license sales that are delivered, sold as a subscription, or sold on a consumption basis. Hardwareincludes notebooks and desktop PCs, servers, storage hardware, and other hardware-related devices. Software license sales include non-essential softwareapplications. Software applications provide customers with resource management, backup and archiving, information security, information managementand intelligence, data analytics, and server virtualization capabilities.97 Table of ContentsRevenue from the sale of hardware products is recognized when control has transferred to the customer, which typically occurs when the hardware hasbeen shipped to the customer, risk of loss has transferred to the customer, the Company has a present right to payment, and customer acceptance has beensatisfied. Customer acceptance is satisfied if acceptance is obtained from the customer, if all acceptance provisions lapse, or if the Company has evidencethat all acceptance provisions will be, or have been, satisfied. Revenue from software license sales is generally recognized when control has transferred tothe customer, which is typically upon shipment, electronic delivery, or when the software is available for download by the customer. For certain softwarearrangements in which the customer is granted a right to additional unspecified future software licenses, the Company’s promise to the customer isconsidered a stand-ready obligation in which the transfer of control, and revenue recognition will be over time. Invoices for products are generally issuedas control transfers, which is typically upon shipment or delivery. There was no significant revenue in any period presented related to performanceobligations satisfied or partially satisfied in prior periods.ServicesServices revenue consists of revenue from sales of support services, including hardware support that extends beyond the Company’s standard warranties,software maintenance, and installation; professional services; training; SaaS; and IaaS. Revenue associated with undelivered performance obligations isdeferred and recognized when or as control is transferred to the customer. Revenue from fixed-price support or maintenance contracts sold for bothhardware and software is recognized on a straight-line basis over the period of performance because the Company is required to provide services at anygiven time. Other services revenue is recognized when the Company performs the services and the customer receives and consumes the benefits.Invoices for services may be issued at the start of a service term, which is typically the case for support and deployment services, or as services arerendered, which is typically the case for professional services, training, SaaS, and IaaS.OtherRevenue from leasing arrangements is not subject to the revenue standard for contracts with customers and remains separately accounted for underexisting lease accounting guidance. The Company records revenue from the sale of equipment under sales-type leases as product revenue in an amountequal to the present value of minimum lease payments at the inception of the lease. Sales-type leases also produce financing income, which is includedin products net revenue in the Consolidated Statements of Income (Loss) and is recognized at effective rates of return over the lease term. The Companyalso offers qualified customers fixed-term loans and revolving credit lines for the purchase of products and services offered by the Company. Financingincome attributable to these loans is recognized in products net revenue on an accrual basis.Disaggregation of Revenue — The Company’s revenue is presented on a disaggregated basis on the Consolidated Statements of Income (Loss) and in Note19 of the Notes to the Consolidated Financial Statements based on an evaluation of disclosures outside of the financial statements, information regularlyreviewed by the chief operating decision maker for evaluating the financial performance of operating segments, and other information that is used to evaluatethe Company’s financial performance or make resource allocations. This information includes revenue from products and services, revenue from reportablesegments, and revenue by major product categories within the segments.Contract Assets — Contract assets are rights to consideration in exchange for goods or services that the Company has transferred to a customer when such aright is conditional on something other than the passage of time. Such amounts have been insignificant to date.Contract Liabilities — Contract liabilities primarily consist of deferred revenue. Deferred revenue is recorded when the Company has a right to invoice orpayments have been received for undelivered products or services, or in situations where revenue recognition criteria have not been met. Deferred revenuealso represents amounts received in advance for extended warranty services and software maintenance. Revenue is recognized on these items when therevenue recognition criteria are met, generally resulting in ratable recognition over the contract term. The Company also has deferred revenue related toundelivered hardware and professional services, consisting of installations and consulting engagements, which are recognized when the Company’sperformance obligations under the contract are completed. See Note 9 of the Notes to the Consolidated Financial Statements for additional information aboutdeferred revenue.98 Table of ContentsCosts to Obtain a Contract — The incremental direct costs of obtaining a contract primarily consist of sales commissions and employer taxes related tocommission payments. The Company has elected, as a practical expedient, to expense as incurred costs to obtain a contract equal to or less than one year induration. For contracts greater than one year in duration, the associated costs to obtain a contract are deferred and amortized over the period of contractperformance or a longer period, generally the estimated life of the customer relationship, if renewals are expected and the renewal commission is notcommensurate with the initial commission. Deferred costs to obtain a contract are typically amortized over an average period of three to seven years,depending on the contract term and expectation of the period of benefit for the costs, which may exceed the contract term. Amortization expense isrecognized on a straight-line basis and included in selling, general, and administrative expenses in the Consolidated Statements of Income (Loss).The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact thecarrying value or period of benefit of the deferred sales commissions. There were no material impairment losses for deferred costs to obtain a contract duringthe fiscal years ended February 1, 2019 and February 2, 2018.Deferred costs to obtain a contract as of February 1, 2019 and February 2, 2018 were $1.3 billion and $0.8 billion, respectively. Deferred costs to obtain acontract are classified as current assets and other non-current assets on the Consolidated Statements of Financial Position, based on when the expense isexpected to be recognized. Amortization of costs to obtain a contract during the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017was $517 million, $292 million, and $96 million respectively.Standard Warranty Liabilities — The Company records warranty liabilities for estimated costs of fulfilling its obligations under standard limited hardwareand software warranties at the time of sale. The liability for standard warranties is included in accrued and other current and other non-current liabilities in theConsolidated Statements of Financial Position. The specific warranty terms and conditions vary depending upon the product sold and the country in whichthe Company does business, but generally includes technical support, parts, and labor over a period ranging from one to three years. Factors that affect theCompany’s warranty liability include the number of installed units currently under warranty, historical and anticipated rates of warranty claims on thoseunits, and cost per claim to satisfy the Company’s warranty obligation. The anticipated rate of warranty claims is the primary factor impacting the estimatedwarranty obligation. The other factors are less significant due to the fact that the average remaining aggregate warranty period of the covered installed base isapproximately 18 months, repair parts are generally already in stock or available at pre-determined prices, and labor rates are generally arranged atpreestablished amounts with service providers. Warranty claims are relatively predictable based on historical experience of failure rates. If actual results differfrom the estimates, the Company revises its estimated warranty liability. Each quarter, the Company reevaluates its estimates to assess the adequacy of itsrecorded warranty liabilities and adjusts the amounts as necessary.Vendor Rebates and Settlements — The Company may receive consideration from vendors in the normal course of business. Certain of these funds are rebatesof purchase price paid and others are related to reimbursement of costs incurred by the Company to sell the vendor’s products. The Company recognizes areduction of cost of goods sold if the funds are determined to be a reduction of the price of the vendor’s products. If the consideration is a reimbursement ofcosts incurred by the Company to sell or develop the vendor’s products, then the consideration is classified as a reduction of that cost, most often operatingexpenses, in the Consolidated Statements of Income (Loss). In order to be recognized as a reduction of operating expenses, the reimbursement must be for aspecific, incremental, and identifiable cost incurred by the Company in selling the vendor’s products or services.In addition, the Company may settle commercial disputes with vendors from time to time. Claims for loss recoveries are recognized when a loss event hasoccurred, recovery is considered probable, the agreement is finalized, and collectibility is assured. Amounts received by the Company from vendors for lossrecoveries are generally recorded as a reduction of cost of goods sold.99 Table of ContentsLoss Contingencies — The Company is subject to the possibility of various losses arising in the ordinary course of business. The Company considers thelikelihood of loss or impairment of an asset or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, indetermining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurredand the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accrualsshould be adjusted and whether new accruals are required.Shipping Costs — The Company’s shipping and handling costs are included in cost of net revenue in the Consolidated Statements of Income (Loss).Selling, General, and Administrative — Selling expenses include items such as sales salaries and commissions, marketing and advertising costs, andcontractor services. Advertising costs are expensed as incurred in selling, general, and administrative expenses in the Consolidated Statements of Income(Loss). For the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, advertising expenses were $1,143 million, $1,045 million, and$772 million, respectively. General and administrative expenses include items for the Company’s administrative functions, such as finance, legal, humanresources, and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related costs,maintenance and supplies, outside services, depreciation expense, and allowance for doubtful accounts.Research and Development — Research and development (“R&D”) costs are expensed as incurred. R&D costs include salaries and benefits and otherpersonnel-related costs associated with product development. Also included in R&D expenses are infrastructure costs, which consist of equipment andmaterial costs, facilities-related costs, depreciation expense, and intangible asset amortization.Income Taxes — Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilitiesusing enacted tax rates in effect for the year in which the differences are expected to reverse. The Company calculates a provision for income taxes using theasset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences arising from the differenttreatment of items for tax and accounting purposes. The Company accounts for the tax impact of including Global Intangible Low-Taxed Income (GILTI) inU.S. taxable income as a period cost. The Company provides valuation allowances for deferred tax assets, where appropriate. In assessing the need for avaluation allowance, the Company considers all available evidence for each jurisdiction, including past operating results, estimates of future taxable income,and the feasibility of ongoing tax planning strategies. In the event the Company determines that all or part of the net deferred tax assets are not realizable inthe future, the Company will make an adjustment to the valuation allowance that would be charged to earnings in the period in which such a determination ismade.The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement,presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from anuncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, includingresolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s administrativepractices and precedents.Stock-Based Compensation — The Company measures stock-based compensation expense for all share-based awards granted based on the estimated fairvalue of those awards at grant date. For service-based stock options, the Company typically estimates the fair value of these awards using the Black-Scholesvaluation model and for performance-based awards containing a market condition, the Company estimates the fair value of these awards using the MonteCarlo valuation model.The compensation cost of service-based stock options, restricted stock, and restricted stock units is recognized net of any estimated forfeitures on a straight-line basis over the employee requisite service period. Compensation cost for performance-based awards is recognized on a graded accelerated basis net ofestimated forfeitures over the requisite service period. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequentperiods for differences in actual forfeitures from those estimates. See Note 16 of the Notes to the Consolidated Financial Statements for further discussion ofstock-based compensation.100 Table of ContentsRecently Issued Accounting PronouncementsLeases — In February 2016, the Financial Accounting Standards Board (“FASB”) issued amended guidance on the accounting for leasing transactions. Theprimary objective of this update is to increase transparency and comparability among organizations by requiring lessees to recognize a lease liability for theobligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The guidance also makes some changesto lessor accounting and requires additional disclosures about all leasing arrangements. Companies are required to use a modified retrospective approach,with the option of applying the requirements of the standard either (1) retrospectively to each prior comparative reporting period presented, or (2) on amodified retrospective basis at the beginning of the period of adoption. The Company will adopt this standard on the effective date, which is the first day ofthe fiscal year ending January 31, 2020. Prior comparative periods will not be retrospectively presented in the consolidated financial statements. TheCompany expects the cumulative-effect adjustment to accumulated deficit upon adoption to be immaterial.In the area of lessee accounting, the Company expects to recognize approximately $1.6 billion operating lease liabilities and related right-of-use assets onthe Consolidated Statements of Financial Position upon adoption.In the area of lessor accounting, the Company anticipates that the most significant change will be an increase to future originations of operating leases due toelimination of the third-party residual value guarantee insurance in the sales-type lease test. Certain leases, which under the current guidance allow for upfront revenue recognition as they qualify as sales-type capital leases, will be classified as operating leases, with the revenue and expense recognized overtime. As a result of the expected increase in future originations of operating leases, the Company expects a shift from financing receivables to capitalexpenditures. As such, this is expected to result in a benefit to cash flows provided by operating activities by the amount of the increase in capitalexpenditures, which will be reported as cash flows used in investing activities.Measurement of Credit Losses on Financial Instruments — In June 2016, the FASB issued amended guidance which replaces the current incurred lossimpairment methodology for measurement of credit losses on financial instruments with a methodology that reflects expected credit losses and requiresconsideration of a broader range of reasonable and supportable information to inform credit loss estimates. Public entities must adopt the new guidance forfiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal periods beginning afterDecember 15, 2018. The Company is currently evaluating the impact that the standard will have on the Consolidated Financial Statements.Intangibles - Goodwill and Other - Internal-Use Software — In August 2018, the FASB issued guidance on a customer’s accounting for implementation costsincurred in a cloud-computing arrangement when hosted by a vendor. In a hosting arrangement that is a service contract, certain implementation costs shouldbe capitalized and amortized over the term of the arrangement. Public entities must adopt the new guidance for fiscal years beginning after December 15,2019, and interim periods within those fiscal years, with early adoption permitted for fiscal periods beginning after December 15, 2018. The Company doesnot expect the adoption of this guidance to have a material impact on the Consolidated Financial Statements.Recently Adopted Accounting PronouncementsRevenue from Contracts with Customers — In May 2014, the FASB issued amended guidance on the recognition of revenue from contracts with customers.The new standard established a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers andsupersedes substantially all of the previous revenue recognition guidance, including industry-specific guidance. The new standard requires entities torecognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to beentitled in exchange for those goods or services. Further, the new standard requires additional disclosures to help enable users of the financial statements tobetter understand the nature, amount, timing, risks, and judgments related to revenue recognition and related cash flows from contracts with customers.Concurrently, the FASB issued guidance on the accounting for costs to fulfill or obtain a customer contract. The Company adopted these standards duringthe three months ended May 4, 2018 using the full retrospective method, which requires the Company to recast each prior period presented consistent withthe new guidance. The Company recorded a credit of approximately $1 billion to retained earnings as of January 29, 2016 to reflect the cumulative effect ofthe adoption. See tables provided below that present the impact of the new accounting standards to the Company’s previously reported financial results.101 Table of ContentsRecognition and Measurement of Financial Assets and Financial Liabilities — In January 2016, the FASB issued amended guidance that generally requireschanges in the fair value of equity investments, other than those accounted for under the equity method, to be recognized through net income, rather thanother comprehensive income. For equity investments without readily determinable fair values, the Company is no longer permitted to use the cost method ofaccounting. The Company has elected to apply the measurement alternative for those investments. Under the alternative, the Company measures investmentswithout readily determinable fair values at cost, less impairment, adjusted by observable price changes on a prospective basis. The Company must make aseparate election to use the alternative for each eligible investment and is required to reassess at each reporting period whether an investment qualifies for thealternative. The Company adopted this standard during the three months ended May 4, 2018. Adoption of the standard was applied through a cumulativeone-time adjustment to accumulated deficit of $56 million for the accumulated unrealized gain previously recorded in other comprehensive income. Theimpact of the standard on the Consolidated Statements of Income (Loss) for the fiscal year ended February 1, 2019 was a gain of $354 million, recognized ininterest and other, net, and the impact in future periods will depend on the relative observable changes in the market price of the equity investments.Classification of Certain Cash Receipts and Cash Payments — In August 2016, the FASB issued amended guidance on the presentation and classification ofeight specific cash flow issues with the objective of reducing existing diversity in practice. Companies should reflect any adjustments on a retrospectivebasis, if practicable; otherwise, adoption is required to be applied as of the earliest date practicable. The Company adopted this standard during the threemonths ended May 4, 2018. Prior period amounts on the Consolidated Statements of Cash Flows have been recast to conform with current periodpresentation as shown in the reconciliation provided below.Intra-Entity Transfers of Assets Other Than Inventory — In October 2016, the FASB issued amended guidance on the accounting for income taxes. The newguidance requires companies to recognize the income tax effects of intra-entity asset transfers, other than transfers of inventory, when the transfer occursinstead of when the asset is sold to a third party. The new guidance was applied on a modified-retrospective basis with the cumulative-effect adjustment toaccumulated deficit as of the beginning of the period of adoption. The Company early adopted this guidance during the three months ended May 5, 2017. Atadoption, approximately $84 million was reclassified from other non-current liabilities to accumulated deficit, resulting in a net credit to accumulated deficit.Statement of Cash Flows, Restricted Cash — In November 2016, the FASB issued amended guidance requiring entities to include restricted cash andrestricted cash equivalents in cash balances on the cash flow statement, and also to provide a supplemental reconciliation of cash, cash equivalents, andrestricted cash. Public entities must adopt the new guidance for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017,with early adoption permitted. The Company adopted this standard during the three months ended May 4, 2018. See Note 20 of the Notes to theConsolidated Financial Statements for supplemental cash flow information. Prior period amounts on the Consolidated Statements of Cash Flows have beenrecast to conform with current period presentation as shown in the reconciliation provided below.Clarifying the Definition of a Business — In January 2017, the FASB issued amended guidance to clarify the definition of a business with the objective ofadding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Publicentities must adopt the new guidance for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The new guidance didnot have a material impact on the Company’s conclusions regarding transactions that were assessed in the current period.Simplifying the Test for Goodwill Impairment — In January 2017, the FASB issued amended guidance to simplify the subsequent measurement of goodwillby removing Step 2 of the goodwill impairment test. Instead, under the amendments in the new guidance, an entity should perform its annual, or interim,goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for theamount by which the carrying amount exceeds the reporting unit’s fair value. Public entities must adopt the new guidance in fiscal years beginning afterDecember 15, 2019, with early adoption permitted. In conjunction with its annual goodwill and indefinite-lived intangible assets impairment testing whichoccurs during the third fiscal quarter of each year, the Company elected to early adopt this guidance during the three months ended November 2, 2018. Aninterim goodwill impairment test was not required during the three months ended May 4, 2018 or the three months ended August 3, 2018. See Note 8 of theNotes to the Consolidated Financial Statements for additional information about goodwill impairment testing.102 Table of ContentsDerivatives and Hedging — In August 2017, the FASB issued amended guidance that will make more financial and non-financial hedging strategies eligiblefor hedge accounting. The amended guidance changes how companies assess effectiveness, and also amends the presentation and disclosure requirements.The guidance is intended to simplify the application of hedge accounting and increase transparency as to the scope and results of hedging programs.Immediate early adoption is permitted in any interim or annual period. The Company elected to early adopt this standard during the three months endedMay 4, 2018. The impact of the adoption of the standard was immaterial to the Consolidated Financial Statements.Income Statement - Reporting Comprehensive Income — In February 2018, the FASB issued guidance that will permit entities to reclassify the tax effectsstranded in accumulated other comprehensive income to accumulated deficit as a result of U.S. Tax Reform, discussed in Note 11 of the Notes to theConsolidated Financial Statements. The guidance gives entities the option to reclassify these amounts, but requires new disclosures regardless of whetherthey elect to do so. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Companyelected to early adopt this standard during the three months ended May 4, 2018 and recorded the impact of the adoption as a cumulative adjustment toaccumulated deficit. The impact of the adoption was immaterial to the Consolidated Financial Statements.Impacts to Previously Reported PeriodsThe following tables present the impact of the new accounting standards to the Company’s previously reported financial results.Selected Captions from the Consolidated Statement of Financial Position February 2, 2018 As Reported (a) Revenue fromContracts withCustomers As Recast (in millions)Assets Accounts receivable, net$11,177 $544 $11,721Other current assets$5,054 $827 $5,881Other non-current assets$1,862 $541 $2,403Liabilities and Stockholders’ Equity Accrued and other$7,661 $365 $8,026Short-term deferred revenue$12,024 $(418) $11,606Long-term deferred revenue$10,223 $(1,013) $9,210Other non-current liabilities$6,797 $480 $7,277Accumulated deficit$(9,253) $2,393 $(6,860)Non-controlling interests$5,661 $105 $5,766____________________(a)Amounts as reported in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2018.The above impacts are summarized as follows:Accounts receivable, net — The adoption of the new revenue standard resulted in an increase to accounts receivable, net primarily due to the following twofactors:•First, the return rights provision, which represents an estimate of expected customer returns, that was previously presented as a reduction of accountsreceivable, net is now being presented outside of accounts receivable, net in two separate balance sheet line items. A liability is recorded in accrued andother for the estimated value of the sales amounts to be returned to the customer, and an asset is recorded in other current assets representing therecoverable cost of the inventory estimated to be returned.103 Table of Contents•Second, the standard provides new guidance regarding transfer of control of goods to the customer. Under these new guidelines, the Company hasdetermined that for certain hardware contracts in the United States, transfer of control and recognition of revenue can occur earlier. This determinationresulted in an increase in accounts receivable, net and a decrease in the in-transit deferral recorded in other current assets.Other assets — The adoption of the new revenue standard resulted in an increase in other assets due to capitalization of the costs to obtain a contract, as wellas the accounts receivable, net of impacts discussed above.Deferred revenue — The adoption of the new revenue standard resulted in a decrease in deferred revenue due to earlier recognition of revenue for softwarelicenses, and a reduction in the portion of the aggregate transaction price allocated to the extended warranty. Deferred revenue was also reduced by theimpact of variable consideration (i.e., price concessions, rebates, and refunds). The reduction in deferred revenue was partially offset by an increase resultingfrom the change in presentation of deferred costs on third-party software offerings, which are reported in other assets, and are either sold on a standalone basisor as an attached component of the Company’s hardware offering. The Company previously reported the associated deferred revenue net of these deferredcosts in deferred revenue.104 Table of ContentsConsolidated Statements of Income (Loss) Fiscal Year Ended February 2, 2018 February 3, 2017 As Reported(a) Revenue fromContracts withCustomers As Recast As Reported(a) Revenue fromContracts withCustomers As Recast (in millions, except per share amounts)Net revenue: Products$58,801 $2,450 $61,251 $48,706 $2,351 $51,057Services19,859 (2,070) 17,789 12,936 (1,829) 11,107Total net revenue78,660 380 79,040 61,642 522 62,164Cost of net revenue: Products50,215 1,218 51,433 42,169 1,219 43,388Services8,391 (1,321) 7,070 6,514 (1,387) 5,127Total cost of net revenue58,606 (103) 58,503 48,683 (168) 48,515Gross margin20,054 483 20,537 12,959 690 13,649Operating expenses: Selling, general, and administrative19,003 (434) 18,569 13,575 (172) 13,403Research and development4,384 — 4,384 2,636 — 2,636Total operating expenses23,387 (434) 22,953 16,211 (172) 16,039Operating loss(3,333) 917 (2,416) (3,252) 862 (2,390)Interest and other, net(2,355) 2 (2,353) (2,104) — (2,104)Income (loss) before income taxes(5,688) 919 (4,769) (5,356) 862 (4,494)Income tax provision (benefit)(1,833) (10) (1,843) (1,619) 199 (1,420)Net income (loss) from continuing operations(3,855) 929 (2,926) (3,737) 663 (3,074)Income (loss) from discontinued operations, net ofincome taxes— — — 2,019 (103) 1,916Net income (loss)$(3,855) $929 (2,926) (1,718) $560 (1,158)Less: Net income (loss) attributable to non-controlling interests(127) 50 (77) (46) 55 9Net income (loss) attributable to DellTechnologies Inc.$(3,728) $879 $(2,849) $(1,672) $505 $(1,167) Earnings (loss) per share attributable to Dell Technologies Inc. - basic: Class V Common Stock - basic$1.41 0.22 $1.63 $1.44 (0.08) $1.36DHI Group - basic$(7.08) 1.47 $(5.61) $(8.52) 1.33 $(7.19)Discontinued operations - DHI Group - basic$— — $— 4.30 (0.22) $4.08 Earnings (loss) per share attributable to Dell Technologies Inc. - diluted: Class V Common Stock - diluted$1.39 0.22 $1.61 $1.43 (0.08) $1.35DHI Group - diluted$(7.08) 1.46 $(5.62) $(8.52) 1.33 $(7.19)Discontinued operations - DHI Group - basic$— — $— $4.30 (0.22) $4.08____________________(a)Amounts as reported in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2018.105 Table of ContentsThe above impacts are summarized as follows:Net revenue — The adoption of the new revenue standard resulted in an increase to net revenue due to earlier revenue recognition than permitted under theprevious standard.Products revenue vs. services revenue — The adoption of the new revenue standard resulted in a change to the classification of products revenue vs. servicesrevenue, due to the following factors:•Under the new revenue standard, amounts within a contract are now allocated to the product and services performance obligations based on theirrespective standalone selling prices, which generally increases product revenue and decreases services revenue relative to previously reported results.•Further, third-party software licenses were previously recognized in services revenue as the Company could not separate the value of the software licensefrom the associated maintenance agreement. Under the new revenue standard, the license value requires separation and will be recognized in productrevenue, and the value of the software maintenance will continue to be recognized in services revenue.Operating expenses — The adoption of the new revenue standard resulted in a decrease to operating expenses due to the deferral of the incremental directcosts of obtaining a contract.106 Table of ContentsSelected Captions from the Consolidated Statement of Cash Flows Fiscal Year Ended February 2, 2018 As Reported (a) Classification of CertainCash Receipts and CashPayments Statement of CashFlows, Restricted Cash As Recast (in millions)Change in cash from operating activities$6,810 $48 $(15) $6,843Change in cash from investing activities$(2,881) $— $6 $(2,875)Change in cash from financing activities$364 $(48) $87 $403 Change in cash, cash equivalents, and restrictedcash$4,468 $— $78 $4,546Cash, cash equivalents, and restricted cash atbeginning of the period9,474 — 358 $9,832Cash, cash equivalents, and restricted cash atend of the period$13,942 $— $436 $14,378 Fiscal Year Ended February 3, 2017 As Reported (a) Classification of CertainCash Receipts and CashPayments Statement of CashFlows, Restricted Cash As Recast (in millions)Change in cash from operating activities$2,309 $39 $19 $2,367Change in cash from investing activities$(31,256) $— $20 $(31,236)Change in cash from financing activities$31,821 $(39) $3 $31,785 Change in cash, cash equivalents, and restrictedcash$2,898 $— $42 $2,940Cash, cash equivalents, and restricted cash atbeginning of the period6,576 — 316 $6,892Cash, cash equivalents, and restricted cash atend of the period$9,474 $— $358 $9,832____________________(a)Amounts as reported in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2018.107 Table of ContentsNOTE 3 — FAIR VALUE MEASUREMENTSThe following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of February 1, 2019 andFebruary 2, 2018: February 1, 2019 (a) February 2, 2018 (a) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total QuotedPricesin ActiveMarkets forIdenticalAssets SignificantOtherObservableInputs SignificantUnobservableInputs QuotedPricesin ActiveMarkets forIdenticalAssets SignificantOtherObservableInputs SignificantUnobservableInputs (in millions)Assets: Cash and cash equivalents: Money market funds$5,221 $— $— $5,221 $8,641 $— $— $8,641U.S. corporate debt securities— — — — — 23 — 23Foreign corporate debtsecurities— — — — — 65 — 65Debt securities: U.S. government andagencies— — — — 682 392 — 1,074U.S. corporate— — — — — 2,003 — 2,003Foreign— — — — — 2,547 — 2,547Equity and other securities314 20 — 334 236 5 — 241Derivative instruments— 97 — 97 — 83 — 83Total assets$5,535 $117 $— $5,652 $9,559 $5,118 $— $14,677Liabilities: Derivative instruments$— $60 $— $60 $— $184 $— $184Total liabilities$— $60 $— $60 $— $184 $— $184____________________(a)The Company did not transfer any financial instruments between levels during the fiscal years ended February 1, 2019 and February 2, 2018.The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:Money Market Funds — The Company’s investment in money market funds that are classified as cash equivalents hold underlying investments with aweighted 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 marketsfor identical assets, when available, or pricing models whereby all significant inputs are observable or can be derived from or corroborated by observablemarket data. The Company reviews security pricing and assesses liquidity on a quarterly basis. As of February 1, 2019, the Company’s U.S. portfolio had nomaterial exposure to money market funds with a fluctuating net asset value.Equity and Other Securities — The majority of the Company’s investments in equity and other securities that are measured at fair value on a recurring basisconsist of strategic investments in publicly-traded companies. The valuation of these securities is based on quoted prices in active markets.108 Table of ContentsDebt Securities — The majority of the Company’s debt securities consists of various fixed income securities such as U.S. government and agencies, U.S.corporate, and foreign. Valuation is based on pricing models whereby all significant inputs, including benchmark yields, reported trades, broker-dealerquotes, issue spreads, benchmark securities, bids, offers, and other market related data, are observable or can be derived from or corroborated by observablemarket data for substantially the full term of the asset. Inputs are documented in accordance with the fair value measurements hierarchy. The Companyreviews security pricing and assesses liquidity on a quarterly basis. See Note 4 of the Notes to the Consolidated Financial Statements for additionalinformation about investments.Derivative Instruments — The Company’s derivative financial instruments consist primarily of foreign currency forward and purchased option contracts andinterest rate swaps. The fair value of the portfolio is determined using valuation models based on market observable inputs, including interest rate curves,forward and spot prices for currencies, and implied volatilities. Credit risk is also factored into the fair value calculation of the Company’s derivativeinstrument portfolio. See Note 7 of the Notes to the Consolidated Financial Statements for a description of the Company’s derivative financial instrumentactivities.Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis — Certain assets are measured at fair value on a nonrecurring basis and therefore arenot included in the recurring fair value table above. These assets consist primarily of non-financial assets such as goodwill and intangible assets. See Note 8of the Notes to the Consolidated Financial Statements for additional information about goodwill and intangible assets.As of February 1, 2019 and February 2, 2018, the Company held private strategic investments of $671 million and $485 million, respectively. As theseinvestments represent early-stage companies without readily determinable fair values, they are not included in the recurring fair value table above.The Company has elected to apply the measurement alternative for these investments. Under the alternative, the Company measures investments withoutreadily determinable fair values at cost, less impairment, adjusted by observable price changes. The Company must make a separate election to use thealternative for each eligible investment and is required to reassess at each reporting period whether an investment qualifies for the alternative. In evaluatingthese investments for impairment or observable price changes, the Company uses inputs including pre- and post-money valuations of recent financing eventsand the impact of those on its fully diluted ownership percentages, as well as other available information regarding the issuer’s historical and forecastedperformance.Carrying Value and Estimated Fair Value of Outstanding Debt — The following table summarizes the carrying value and estimated fair value of theCompany’s outstanding debt as described in Note 6 of the Notes to the Consolidated Financial Statements, including the current portion, as of the datesindicated: February 1, 2019 February 2, 2018 Carrying Value Fair Value Carrying Value Fair Value (in billions)Senior Secured Credit Facilities$12.5 $12.6 $10.4 $10.6First Lien Notes$19.8 $21.0 $19.7 $21.9Unsecured Notes and Debentures$1.8 $1.9 $2.3 $2.5Senior Notes$3.1 $3.4 $3.1 $3.4EMC Notes$3.0 $2.9 $5.5 $5.4VMware Notes$4.0 $3.9 $4.0 $3.9Margin Loan Facility$3.3 $3.4 $2.0 $2.0The fair values of the outstanding debt shown in the table above, as well as the DFS debt described in Note 5 of the Notes to the Consolidated FinancialStatements, were determined based on observable market prices in a less active market or based on valuation methodologies using observable inputs andwere categorized as Level 2 in the fair value hierarchy. The carrying value of DFS debt approximates fair value.109 Table of ContentsNOTE 4 — INVESTMENTSThe following table summarizes, by major security type, the carrying value and amortized cost of the Company’s investments. All debt security investmentswith remaining effective maturities in excess of one year and substantially all equity and other securities are recorded as long-term investments in theConsolidated Statements of Financial Position. February 1, 2019 February 2, 2018 Cost UnrealizedGain Unrealized(Loss) CarryingValue Cost Unrealized Gain Unrealized(Loss) CarryingValue (in millions)Investments: U.S. government andagencies$— $— $— $— $485 $— $(2) $483U.S. corporate debt securities— — — — 660 — (2) 658Foreign debt securities— — — — 1,048 — (2) 1,046Total short-terminvestments— — — — 2,193 — (6) 2,187U.S. government andagencies— — — — 600 — (9) 591U.S. corporate debt securities— — — — 1,361 — (16) 1,345Foreign debt securities— — — — 1,518 — (17) 1,501Equity and other securities(a)638 539 (172) 1,005 640 86 — 726Total long-terminvestments638 539 (172) 1,005 4,119 86 (42) 4,163Total investments$638 $539 $(172) $1,005 $6,312 $86 $(48) $6,350____________________(a)$671 million and $485 million of equity and other securities as of February 1, 2019 and February 2, 2018, respectively, are private strategic investmentswithout readily determinable fair values, which are recorded at cost, less impairment, and adjusted for observable price changes. For the fiscal year endedFebruary 1, 2019, the equity and other securities without readily determinable fair values increased by $233 million due to upward adjustments forobservable price changes, offset by $80 million of downward adjustments that were primarily attributable to impairments. The remainder of equity andother securities consists of publicly-traded investments that are measured at fair value on a recurring basis. See Note 3 of the Notes to the ConsolidatedFinancial Statements for additional information on investments measured at fair value.The Company’s investments in debt securities are classified as available-for-sale securities, which are carried at fair value. Subsequent to the Class Vtransaction described in Note 14 of the Notes to the Consolidated Financial Statements and as of February 1, 2019, the Company did not hold anyinvestments in debt securities. As of February 2, 2018, the aggregate fair value of investments held in a continuous unrealized loss position for greater than12 months was $1.9 billion, and the unrealized loss on these investments was $25 million.110 Table of ContentsNOTE 5 — FINANCIAL SERVICESThe Company offers or arranges various financing options and services, and alternative payment structures for its customers in North America, Europe,Australia, and New Zealand through Dell Financial Services and its affiliates (“DFS”). The Company also arranges financing for some of its customers invarious countries where DFS does not currently operate as a captive. The key activities of DFS include originating, collecting, and servicing of customerfinancing arrangements primarily related to the purchase or usage of Dell Technologies products and services. In some cases, DFS also offers financing on thepurchase of third-party technology products that complement the Dell Technologies portfolio of products and services. New financing originations were $7.3billion, $6.3 billion, and $4.5 billion for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, respectively.Financing ReceivablesThe Company’s financing receivables are aggregated into the following categories:•Revolving loans — Revolving loans offered under private label credit financing programs provide qualified customers with a revolving credit line forthe purchase of products and services offered by Dell Technologies. These private label credit financing programs are referred to as Dell PreferredAccount (“DPA”) and Dell Business Credit (“DBC”). The DPA product is primarily offered to individual consumer customers, and the DBC product isprimarily offered to small and medium-sized commercial customers. Revolving loans in the United States bear interest at a variable annual percentagerate that is tied to the prime rate. Based on historical payment patterns, revolving loan transactions are typically repaid within twelve months on average.Due to the short-term nature of the revolving loan portfolio, the carrying value of the portfolio approximates fair value.•Fixed-term sales-type leases and loans — The Company enters into sales-type lease arrangements with customers who seek lease financing. Leases withbusiness customers have fixed terms of generally two to four years. Future maturities of minimum lease and associated financing payments as ofFebruary 1, 2019 were as follows: $2.6 billion in Fiscal 2020; $1.7 billion in Fiscal 2021; $0.9 billion in Fiscal 2022; $0.3 billion in Fiscal 2023; and$0.1 billion in Fiscal 2024 and beyond. Future maturities and associated financing payments referenced herein represent the aggregate payments underthe customer lease contract. The Company also offers fixed-term loans to qualified small businesses, large commercial accounts, governmentalorganizations, educational entities, and certain individual consumer customers. These loans are repaid in equal payments including interest and havedefined terms of generally three to five years. The fair value of the fixed-term loan portfolio is determined using market observable inputs. The carryingvalue of these loans approximates fair value. The following table summarizes the components of the Company’s financing receivables segregated by portfolio segment as of February 1, 2019 andFebruary 2, 2018: February 1, 2019 February 2, 2018 Revolving Fixed-term Total Revolving Fixed-term Total (in millions)Financing receivables, net: Customer receivables, gross (a)$835 $7,249 $8,084 $900 $6,282 $7,182Allowances for losses(75) (61) (136) (81) (64) (145)Customer receivables, net760 7,188 7,948 819 6,218 7,037Residual interest— 674 674 — 606 606Financing receivables, net$760 $7,862 $8,622 $819 $6,824 $7,643Short-term$760 $3,638 $4,398 $819 $3,100 $3,919Long-term$— $4,224 $4,224 $— $3,724 $3,724____________________(a)Customer financing receivables, gross includes accrued interest.111 Table of ContentsThe following table presents the changes in allowance for financing receivable losses for the respective periods: Revolving Fixed-term Total (in millions)Allowance for financing receivable losses: Balances as of January 29, 2016$118 $58 $176Charge-offs, net of recoveries(91) (17) (108)Provision charged to income statement64 11 75Balances as of February 3, 201791 52 143Charge-offs, net of recoveries(84) (17) (101)Provision charged to income statement74 29 103Balances as of February 2, 201881 64 145Charge-offs, net of recoveries(78) (26) (104)Provision charged to income statement72 23 95Balances as of February 1, 2019$75 $61 $136The following table summarizes the aging of the Company’s customer financing receivables, gross, including accrued interest, as of February 1, 2019 andFebruary 2, 2018, segregated by class: February 1, 2019 February 2, 2018 Current Past Due1 — 90 Days Past Due>90 Days Total Current Past Due1 — 90 Days Past Due>90 Days Total (in millions)Revolving — DPA$583 $53 $21 $657 $633 $59 $23 $715Revolving — DBC155 19 4 178 162 19 4 185Fixed-term — Consumer and Commercial6,282 878 89 7,249 5,414 775 93 6,282Total customer receivables, gross$7,020 $950 $114 $8,084 $6,209 $853 $120 $7,182Aging is likely to fluctuate year to year as a result of the variability in volume of large transactions entered into over the period, and the administrativeprocesses that accompany those larger transactions. As such, fluctuations in aging do not necessarily indicate a material change in the credit quality of theportfolio.112 Table of ContentsCredit QualityThe following table summarizes customer receivables, gross, including accrued interest, by credit quality indicator segregated by class, as of February 1,2019 and February 2, 2018. The categories shown in the table below segregate customer receivables based on the relative degrees of credit risk. The creditquality indicators for DPA revolving accounts are measured primarily as of each quarter-end date, while all other indicators are generally updated on aperiodic basis. February 1, 2019 February 2, 2018 Higher Mid Lower Total Higher Mid Lower Total (in millions)Revolving — DPA$128 $192 $337 $657 $131 $223 $361 $715Revolving — DBC$47 $54 $77 $178 $48 $58 $79 $185Fixed-term — Consumer andCommercial$3,980 $1,984 $1,285 $7,249 $3,334 $1,828 $1,120 $6,282For DPA revolving receivables shown in the table above, the Company makes credit decisions based on proprietary scorecards, which include the customer’scredit history, payment history, credit usage, and other credit agency-related elements. The higher quality category includes prime accounts generally of ahigher credit quality that are comparable to U.S. customer FICO scores of 720 or above. The mid-category represents the mid-tier accounts that arecomparable to U.S. customer FICO scores from 660 to 719. The lower category is generally sub-prime and represents lower credit quality accounts that arecomparable to U.S. customer FICO scores below 660. For the DBC revolving receivables and fixed-term commercial receivables shown in the table above, aninternal grading system is utilized that assigns a credit level score based on a number of considerations, including liquidity, operating performance, andindustry outlook. The grading criteria and classifications for the fixed-term products differ from those for the revolving products as loss experience variesbetween these product and customer groups. The credit quality categories cannot be compared between the different classes as loss experience variessubstantially between the classes.DFS DebtThe Company maintains programs that facilitate the funding of financing receivables and other alternative payment structures in the capital markets. Thefollowing table summarizes DFS debt as of the periods indicated. The table excludes the allocated portion of the Company’s other borrowings, whichrepresents the additional amount considered to fund the DFS business. February 1, 2019 February 2, 2018 (in millions)DFS U.S. debt: Securitization facilities$1,914 $1,498Fixed-term securitization offerings2,303 2,034Other223 32Total DFS U.S. debt4,440 3,564DFS international debt: Securitization facility584 404Other borrowings708 628Note payable197 200Total DFS international debt1,489 1,232Total DFS debt$5,929 $4,796Total short-term DFS debt$3,113 $3,327Total long-term DFS debt$2,816 $1,469113 Table of ContentsDFS U.S. DebtSecuritization Facilities — The Company maintains separate securitization facilities in the United States for fixed-term leases and loans and for revolvingloans. This debt is collateralized solely by the U.S. financing receivables in the facilities. The debt has a variable interest rate and the duration of the debt isbased on the terms of the underlying financing receivables. As of February 1, 2019, the total debt capacity related to the U.S. securitization facilities was $3.5billion. The Company enters into interest swap agreements to effectively convert a portion of its securitization debt from a floating rate to a fixed rate. SeeNote 7 of the Notes to the Consolidated Financial Statements for additional information about interest rate swaps.The Company’s U.S. securitization facility for revolving loans is effective through June 1, 2020. The Company’s two U.S. securitization facilities for fixed-term leases and loans are effective through February 10, 2020 and February 22, 2020, respectively.The securitization facilities contain 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 unableto restructure the facility, no further funding of receivables will be permitted and the timing of the Company’s expected cash flows from over-collateralization will be delayed. As of February 1, 2019, these criteria were met.Fixed-Term Securitization Offerings — The Company periodically issues asset-backed debt securities under fixed-term securitization programs to privateinvestors. The asset-backed debt securities are collateralized solely by the U.S. fixed-term financing receivables in the offerings, which are held by SpecialPurpose Entities (“SPEs”), as discussed below. The interest rate on these securities is fixed and ranges from 1.97% to 3.97% per annum, and the duration ofthese securities is based on the terms of the underlying financing receivables.DFS International DebtSecuritization Facility — The Company maintains a securitization facility in Europe for fixed-term leases and loans. This facility is effective throughDecember 21, 2020 and had a total debt capacity of $916 million as of February 1, 2019.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 unableto 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 February 1, 2019, these criteria were met.Other Borrowings — In connection with the Company’s international financing operations, the Company has entered in to revolving structured financingdebt programs related to its fixed-term lease and loan products sold in Canada, Europe, Australia, and New Zealand. The Canadian facility, which iscollateralized solely by Canadian financing receivables, had a total debt capacity of $229 million as of February 1, 2019, and is effective through January 16,2023. The European facility, which is collateralized solely by European financing receivables, had a total debt capacity of $687 million as of February 1,2019, and is effective through December 14, 2020. The Australia and New Zealand facility, which is collateralized solely by Australia and New Zealandfinancing receivables, had a total debt capacity of $131 million as of February 1, 2019, and is effective through January 29, 2020.Note Payable — On November 27, 2017, the Company entered into an unsecured credit agreement to fund receivables in Mexico. As of February 1, 2019, theaggregate principal amount of the note payable is $197 million. The note bears interest at either the applicable London Interbank Offered Rate (“LIBOR”)plus 2.25%, for the borrowings denominated in U.S. dollars, or the Mexican Interbank Equilibrium Interest Rate (“TIIE”) plus 2.00%, for the borrowingsdenominated in Mexican pesos. The note will mature on December 1, 2020. Although the note is unsecured, the Company intends to manage the note in thesame manner as its structured financing programs, so that the collections from financing receivables in Mexico will be used to pay down principal andinterest of the note.114 Table of ContentsVariable Interest EntitiesIn connection with the securitization facilities and offerings discussed above, the Company transfers certain U.S. and European customer financingreceivables to SPEs that meet the definition of a Variable Interest Entity (“VIE”) and are consolidated, along with the associated debt, into the ConsolidatedFinancial Statements, as the Company is the primary beneficiary of those VIEs. The SPEs are bankruptcy-remote legal entities with separate assets andliabilities. The purpose of the SPEs is to facilitate the funding of customer receivables in the capital markets.The following table shows financing receivables held by the consolidated VIEs as of the respective dates: February 1, 2019 February 2, 2018 (in millions)Financing receivables held by consolidated VIEs, net: Short-term, net$2,940 $2,572Long-term, net2,508 1,981Financing receivables held by consolidated VIEs, net$5,448 $4,553Financing receivables transferred via securitization through SPEs were $4.6 billion and $3.9 billion for the fiscal years ended February 1, 2019 and February2, 2018, respectively.Some of the SPEs have entered into financing arrangements with multi-seller conduits that, in turn, issue asset-backed debt securities in the capital markets.The DFS debt outstanding, which is collateralized by the financing receivables held by the consolidated VIEs, was $4.8 billion and $3.9 billion as ofFebruary 1, 2019 and February 2, 2018, respectively. The Company’s risk of loss related to securitized receivables is limited to the amount by which theCompany’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.Financing Receivable SalesTo manage certain concentrations of customer credit exposure, the Company may sell selected fixed-term financing receivables to unrelated third parties on aperiodic basis. The amount of financing receivables sold was $949 million, $683 million, and $321 million for the fiscal years ended February 1, 2019,February 2, 2018, and February 3, 2017, respectively.115 Table of ContentsNOTE 6 — DEBTThe following table summarizes the Company’s outstanding debt as of the dates indicated: February 1, 2019 February 2, 2018 (in millions)Secured Debt Senior Secured Credit Facilities: 4.50% Term Loan B Facility due September 2023$4,938 $4,9884.25% Term Loan A-2 Facility due September 20214,116 4,394Term Loan A-3 Facility due December 2018— 1,2134.25% Term Loan A-4 Facility due December 20231,650 —4.25% Term Loan A-5 Facility due December 20192,016 —First Lien Notes: 3.48% due June 20193,750 3,7504.42% due June 20214,500 4,5005.45% due June 20233,750 3,7506.02% due June 20264,500 4,5008.10% due July 20361,500 1,5008.35% due July 20462,000 2,000Unsecured Debt Unsecured Notes and Debentures: 5.65% due April 2018— 5005.875% due June 2019600 6004.625% due April 2021400 4007.10% due April 2028300 3006.50% due April 2038388 3885.40% due September 2040264 264Senior Notes: 5.875% due June 20211,625 1,6257.125% due June 20241,625 1,625EMC Notes: 1.875% due June 2018— 2,5002.650% due June 20202,000 2,0003.375% due June 20231,000 1,000VMware Notes: 2.30% due August 20201,250 1,2502.95% due August 20221,500 1,5003.90% due August 20271,250 1,250DFS Debt (Note 5)5,929 4,796Other 4.99% Margin Loan Facility due April 20223,350 2,000Other38 101Total debt, principal amount$54,239 $52,694116 Table of Contents February 1, 2019 February 2, 2018 (in millions)Total debt, principal amount$54,239 $52,694Unamortized discount, net of unamortized premium(271) (266)Debt issuance costs(447) (557)Total debt, carrying value$53,521 $51,871Total short-term debt, carrying value$4,320 $7,873Total long-term debt, carrying value (a)$49,201 $43,998____________________(a)Subsequent to the fiscal year ended February 1, 2019, the Company issued long-term debt and used the net proceeds to repay all of the First Lien Notesdue June 2019 and the Term Loan A-5 Facility due December 2019. As of February 1, 2019, the carrying values of the First Lien Notes due June 2019and Term Loan A-5 Facility due December 2019 were classified as long-term debt. See Note 24 of the Notes to the Consolidated Financial Statements foradditional information regarding debt issuances and refinancing transactions.During the fiscal year ended February 1, 2019, the Company repaid $3.0 billion principal amount of its unsecured notes and $1.5 billion principal amount ofits term loan facilities, which included approximately $0.3 billion of amortization. The Term Loan A-3 Facility was fully repaid during the three monthsended November 2, 2018.In connection with the Class V transaction described in Note 14 of the Notes to the Consolidated Financial Statements, on December 20, 2018, the Companyentered into an amendment to the credit agreement for the Senior Secured Credit Facilities, described below, which included (a) a new senior secured TermLoan A-4 Facility under its Senior Secured Credit Facilities consisting of $1.7 billion term A-4 loans, (b) a new senior secured Term Loan A-5 Facility underthe Senior Secured Credit Facilities consisting of $2.0 billion term A-5 loans, (c) $1.4 billion in incremental loans under the Margin Loan Facility, and (d) anincrease in the aggregate revolving commitments available under the Revolving Credit Facility to $4.5 billion. See below for additional informationregarding the Senior Secured Credit Facilities.The Company issued an additional $1.2 billion, net, in DFS debt to support the expansion of its financing receivables portfolio during the fiscal year endedFebruary 1, 2019.Secured DebtSenior Secured Credit Facilities — The Company has entered into a credit agreement that provides for senior secured credit facilities (the “Senior SecuredCredit Facilities”) comprising (a) term loan facilities and (b) a senior secured Revolving Credit Facility, which includes capacity for up to $0.5 billion ofletters of credit and for borrowings of up to $0.4 billion under swing-line loans. As of February 1, 2019, the senior secured credit facilities had an aggregateprincipal amount of $17.6 billion.As of February 1, 2019, available borrowings under the Revolving Credit Facility totaled $4.5 billion. The Senior Secured Credit Facilities provide that theborrowers have the right at any time, subject to customary conditions, to request incremental term loans or incremental revolving commitments.Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin, plus, at the borrowers’ option, either (a)a base rate, which, under the Term Loan B Facility, is subject to an interest rate floor of 1.75% per annum, and under all other borrowings is subject to aninterest rate floor of 0% per annum, or (b) a London Interbank Offered Rate (“LIBOR”), which, under the Term Loan B Facility, is subject to an interest ratefloor of 0.75% per annum, and under all other borrowings is subject to an interest rate floor of 0% per annum. Interest is payable, in the case of loans bearinginterest based on LIBOR, at the end of each interest period (but at least every three months), in arrears and, in the case of loans bearing interest based on thebase rate, quarterly in arrears.117 Table of ContentsThe Term Loan B Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount. The TermLoan A-2 Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 5% of the original principal amount in the first year afterthe closing date of the refinancing transaction on October 20, 2017, 10% of the original principal amount in each of the second and third years after October20, 2017, and 75% of the original principal amount in the fourth year after October 20, 2017. The Term Loan A-4 Facility amortizes in equal quarterlyinstallments in aggregate annual amounts equal to 5% of the original principal in the first four years after the facility closing date of December 20, 2018, and80% of the original principal amount in the fifth year after December 20, 2018. The Term Loan A-5 Facility and the Revolving Credit Facility have noamortization.The borrowers may voluntarily repay outstanding loans under the term loan facilities and the Revolving Credit Facility at any time without premium orpenalty, other than customary “breakage” costs.All obligations of the borrowers under the Senior Secured Credit Facilities and certain swap agreements, cash management arrangements, and certain letters ofcredit provided by any lender or agent party to the Senior Secured Credit Facilities or any of its affiliates and certain other persons are secured by (a) a first-priority security interest in certain tangible and intangible assets of the borrowers and the guarantors and (b) a first-priority pledge of 100% of the capitalstock of the borrowers, Dell Inc., a wholly‑owned subsidiary of the Company (“Dell”), and each wholly-owned material restricted subsidiary of the borrowersand the guarantors, in each case subject to certain thresholds, exceptions, and permitted liens.First Lien Notes — The senior secured notes (collectively, the “First Lien Notes”) were issued on June 1, 2016 in an aggregate principal amount of $20.0billion. Interest on these borrowings is payable semiannually. The First Lien Notes are secured, on a pari passu basis with the Senior Secured Credit Facilities,on a first-priority basis by substantially all of the tangible and intangible assets of the issuers and guarantors that secure obligations under the Senior SecuredCredit Facilities, including pledges of all capital stock of the issuers, Dell, and certain wholly-owned material subsidiaries of the issuers and the guarantors,subject to certain exceptions.The Company has agreed to use commercially reasonable efforts to register with the SEC notes having terms substantially identical to the terms of the FirstLien Notes as part of an offer to exchange such registered notes for the First Lien Notes. The Company will be obligated to pay additional interest on the FirstLien Notes if it fails to consummate such an exchange offer within five years after the closing date of the EMC merger transaction.China Revolving Credit Facility — On October 31, 2017, the Company entered into a credit agreement (the “China Revolving Credit Facility”) with a banklender for a secured revolving loan facility in an aggregate principal amount not to exceed $500 million at an interest rate of LIBOR plus 0.6% per annum.The facility expired on October 31, 2018, with no outstanding borrowings due. Unaudited update: Subsequent to the fiscal year ended February 1, 2019, theChina Revolving Credit Facility was renewed. The new terms provide an uncommitted line, with no change to the aggregate principal amount of $500million at an interest rate of LIBOR plus 0.6% per annum. The new facility expires on February 26, 2020.Unsecured DebtUnsecured Notes and Debentures — The Company has outstanding unsecured notes and debentures (collectively, the “Unsecured Notes and Debentures”)that were issued by Dell prior to the acquisition of Dell by Dell Technologies Inc. in the going-private transaction that closed in October 2013. Interest onthese borrowings is payable semiannually.Senior Notes — The senior unsecured notes (collectively, the “Senior Notes”) were issued on June 22, 2016 in an aggregate principal amount of $3.25billion. Interest on these borrowings is payable semiannually.EMC Notes — On September 7, 2016, EMC had outstanding $2.5 billion aggregate principal amount of its 1.875% Notes due June 2018, which theCompany fully repaid during the three months ended August 3, 2018, $2.0 billion aggregate principal amount of its 2.650% Notes due June 2020, and $1.0billion aggregate principal amount of its 3.375% Notes due June 2023 (collectively, the “EMC Notes”). Interest on these borrowings is payablesemiannually.118 Table of ContentsVMware Notes — On August 21, 2017, VMware, Inc. completed a public offering of unsecured senior notes in the aggregate amount of $4.0 billion,consisting of outstanding principal due on the following dates: $1.25 billion due August 21, 2020, $1.50 billion due August 21, 2022, and $1.25 billion dueAugust 21, 2027 (collectively, the “VMware Notes”). The VMware Notes bear interest, payable semiannually, at annual rates of 2.30%, 2.95%, and 3.90%,respectively. None of the net proceeds of such borrowings will be made available to support the operations or satisfy any corporate purposes of DellTechnologies, other than the operations and corporate purposes of VMware, Inc. and VMware, Inc.’s subsidiaries.VMware Revolving Credit Facility — On September 12, 2017, VMware, Inc. entered into an unsecured credit agreement, establishing a revolving creditfacility (the “VMware Revolving Credit Facility”), with a syndicate of lenders that provides the company with a borrowing capacity of up to $1.0 billionwhich may be used for VMware, Inc. general corporate purposes. Commitments under the VMware Revolving Credit Facility are available for a period of fiveyears, which may be extended, subject to the satisfaction of certain conditions, by up to two one year periods. The credit agreement contains certainrepresentations, warranties, and covenants. Commitment fees, interest rates, and other terms of borrowing under the VMware Revolving Credit Facility mayvary based on VMware, Inc.’s external credit ratings. None of the net proceeds of such borrowings will be made available to support the operations or satisfyany corporate purposes of Dell Technologies, other than the operations and corporate purposes of VMware, Inc. and VMware, Inc.’s subsidiaries. As ofFebruary 1, 2019, there were no outstanding borrowings under the VMware Revolving Credit Facility.DFS DebtSee Note 5 and Note 7 of the Notes to the Consolidated Financial Statements, respectively, for discussion of DFS debt and the interest rate swap agreementsthat hedge a portion of that debt.OtherMargin Loan Facility — On April 12, 2017, the Company entered into the Margin Loan Facility in an aggregate principal amount of $2.0 billion. Inconnection with the Class V transaction, on December 20, 2018, the Company amended the Margin Loan Facility to increase the aggregate principal amountof the facility to $3.4 billion. VMW Holdco LLC, a wholly-owned subsidiary of EMC, is the borrower under the Margin Loan Facility, which is secured by 60million shares of Class B common stock of VMware, Inc. and 20 million shares of Class A common stock of VMware, Inc. Loans under the Margin LoanFacility bear interest at a rate per annum payable, at the borrower’s option, either at (a) a base rate plus 1.25% per annum or (b) a LIBOR-based rate plus2.25% per annum. Interest under the Margin Loan Facility is payable quarterly.The Margin Loan Facility will mature in April 2022. The borrower may voluntarily repay outstanding loans under the Margin Loan Facility at any timewithout premium or penalty, other than customary “breakage” costs, subject to certain minimum threshold amounts for prepayment.Pivotal Revolving Credit Facility — On September 7, 2017, Pivotal entered into a credit agreement (the “Pivotal Revolving Credit Facility”) that providesfor a senior secured revolving loan facility in an aggregate principal amount not to exceed $100 million. The credit facility contains customaryrepresentations, warranties, and covenants, including financial covenants. The credit agreement will expire on September 8, 2020, unless it is terminatedearlier. None of the net proceeds of borrowings under the facility will be made available to support the operations or satisfy any corporate purposes of DellTechnologies, other than the operations and corporate purposes of Pivotal and Pivotal’s subsidiaries. As of February 1, 2019, there were no outstandingborrowings under the Pivotal Revolving Credit Facility.119 Table of ContentsAggregate Future MaturitiesAs of February 1, 2019, aggregate future maturities of the Company’s debt were as follows: Maturities by Fiscal Year 2020 2021 2022 2023 2024 Thereafter Total (in millions)Senior Secured Credit Facilities and First LienNotes$6,344 $433 $7,969 $166 $9,807 $8,001 $32,720Unsecured Notes and Debentures600 — 400 — — 952 1,952Senior Notes and EMC Notes— 2,000 1,625 — 1,000 1,625 6,250VMware Notes— 1,250 — 1,500 — 1,250 4,000DFS Debt3,113 2,373 335 95 13 — 5,929Margin Loan Facility— — — 3,350 — — 3,350Other29 9 — — — 38Total maturities, principal amount10,086 6,065 10,329 5,111 10,820 11,828 54,239Associated carrying value adjustments(40) (6) (136) (30) (163) (343) (718)Total maturities, carrying value amount$10,046 $6,059 $10,193 $5,081 $10,657 $11,485 $53,521The table above classifies aggregate future maturities based on respective contractual maturities as of February 1, 2019. However, subsequent to February 1,2019, the Company issued long-term debt and used the net proceeds to repay all of the First Lien Notes due June 2019 and the Term Loan A-5 Facility dueDecember 2019. Due to the completion of refinancing transactions, the carrying value amounts of the First Lien Notes and Term Loan A-5 Facility wereclassified as long-term debt within the Company’s Consolidated Statement of Financial Position as of February 1, 2019. See Note 24 of the Notes to theConsolidated Financial Statements for additional information regarding debt issuances and refinancing transactions.Covenants and Unrestricted Net Assets — The credit agreement for the Senior Secured Credit Facilities contains customary negative covenants that generallylimit the ability of Denali Intermediate Inc., a wholly-owned subsidiary of Dell Technologies (“Dell Intermediate”), Dell, and Dell’s and Denali Intermediate’sother restricted subsidiaries to incur debt, create liens, make fundamental changes, enter into asset sales, make certain investments, pay dividends ordistribute or redeem certain equity interests, prepay or redeem certain debt, and enter into certain transactions with affiliates. The indenture governing theSenior Notes contains customary negative covenants that generally limit the ability of Denali Intermediate, Dell, and Dell’s and Denali Intermediate’s otherrestricted subsidiaries to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of capital stock ormake other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain assets to secure debt, consolidate, merge, sell,or otherwise dispose of all or substantially all assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries.The negative covenants under such credit agreements and indenture are subject to certain exceptions, qualifications, and “baskets.” The indenturesgoverning the First Lien Notes, the Unsecured Notes and Debentures, and the EMC Notes variously impose limitations, subject to specified exceptions, oncreating certain liens, entering into sale and lease-back transactions, and entering into certain asset sales. The foregoing credit agreements and indenturescontain customary events of default, including failure to make required payments, failure to comply with covenants, and the occurrence of certain events ofbankruptcy and insolvency.As of February 1, 2019, the Company had certain consolidated subsidiaries that were designated as unrestricted subsidiaries for all purposes of the applicablecredit agreements and the indentures governing the First Lien Notes and the Senior Notes. Substantially all of the net assets of the Company’s consolidatedsubsidiaries were restricted, with the exception of the Company’s unrestricted subsidiaries, primarily VMware Inc., Secureworks, Pivotal, and their respectivesubsidiaries, as of February 1, 2019.The Term Loan A-2 Facility, the Term Loan A-4 Facility, the Term Loan A-5 Facility, and the Revolving Credit Facility are subject to a first lien leverageratio covenant that is tested at the end of each fiscal quarter of Dell with respect to Dell’s preceding four fiscal quarters. The Company was in compliance withall financial covenants as of February 1, 2019.120 Table of ContentsNOTE 7 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIESAs part of its risk management strategy, the Company uses derivative instruments, primarily foreign currency forward and option contracts and interest rateswaps, to hedge certain foreign currency and interest rate exposures, respectively.The Company’s objective is to offset gains and losses resulting from these exposures with gains and losses on the derivative contracts used to hedge theexposures, thereby reducing volatility of earnings and protecting the fair values of assets and liabilities. The earnings effects of the derivative instruments arepresented in the same income statement line items as the earnings effects of the hedged items. For derivatives designated as cash flow hedges, the Companyassesses hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. The Company does not have anyderivatives designated as fair value hedges.Foreign Exchange RiskThe Company uses foreign currency forward and option contracts designated as cash flow hedges to protect against the foreign currency exchange rate risksinherent in its forecasted transactions denominated in currencies other than the U.S. dollar. Hedge accounting is applied based upon the criteria establishedby accounting guidance for derivative instruments and hedging activities. The risk of loss associated with purchased options is limited to premium amountspaid for the option contracts. The risk of loss associated with forward contracts is equal to the exchange rate differential from the time the contract is enteredinto until the time it is settled. The majority of these contracts typically expire in twelve months or less.During the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, the Company did not discontinue any cash flow hedges related toforeign exchange contracts that had a material impact on the Company’s results of operations due to the probability that the forecasted cash flows would notoccur.The Company uses forward contracts to hedge monetary assets and liabilities denominated in a foreign currency. These contracts generally expire in threemonths or less, are considered economic hedges, and are not designated for hedge accounting. The change in the fair value of these instruments represents anatural hedge as their gains and losses offset the changes in the underlying fair value of the monetary assets and liabilities due to movements in currencyexchange rates.In connection with expanded offerings of DFS in Europe, forward contracts are used to hedge financing receivables denominated in foreign currencies. Thesecontracts are not designated for hedge accounting and most expire within three years or less.Interest Rate RiskThe Company uses interest rate swaps to hedge the variability in cash flows related to the interest rate payments on structured financing debt. The interestrate swaps economically convert the variable rate on the structured financing debt to a fixed interest rate to match the underlying fixed rate being received onfixed-term customer leases and loans. These contracts are not designated for hedge accounting and most expire within three years or less.Interest rate swaps are utilized to manage the interest rate risk, at a portfolio level, associated with DFS operations in Europe. The interest rate swapseconomically convert the fixed rate on financing receivables to a three-month Euribor floating rate basis in order to match the floating rate nature of thebanks’ funding pool. These contracts are not designated for hedge accounting and most expire within five years or less.The Company utilizes cross currency amortizing swaps to hedge the currency and interest rate risk exposure associated with the securitization program thatwas established in Europe in January 2017. The cross currency swaps combine a Euro-based interest rate swap with a British Pound or U.S. Dollar foreignexchange forward contract in which the Company pays a fixed British Pound or U.S. Dollar amount and receives a floating amount in Euros linked to theone-month Euribor. The notional value of the swaps amortizes in line with the expected cash flows and run-off of the securitized assets. The swaps are notdesignated for hedge accounting and expire within five years or less.121 Table of ContentsDerivative InstrumentsNotional Amounts of Outstanding Derivative Instruments February 1, 2019 February 2, 2018 (in millions)Foreign exchange contracts: Designated as cash flow hedging instruments$7,573 $4,392Non-designated as hedging instruments6,129 6,223Total$13,702 $10,615Interest rate contracts: Non-designated as hedging instruments$2,674 $1,897Effect of Derivative Instruments Designated as Hedging Instruments on the Consolidated Statements of Financial Position and the Consolidated Statementsof Income (Loss)Derivatives in Cash FlowHedging Relationships Gain (Loss)Recognized inAccumulated OCI, Netof Tax, on Derivatives Location of Gain (Loss)Reclassified from AccumulatedOCI into Income Gain (Loss)Reclassified fromAccumulated OCI intoIncome Location of Gain (Loss)Recognized in Income onDerivative (IneffectivePortion) Gain (Loss) Recognizedin Income on Derivative(Ineffective Portion) (in millions) (in millions) (in millions)For the fiscal year ended February 1, 2019 Total net revenue $225 Foreign exchange contracts $299 Total cost of net revenue — Interest rate contracts — Interest and other, net — Interest and other, net —Total $299 $225 $— For the fiscal year ended February 2, 2018 Total net revenue $(77) Foreign exchange contracts $(248) Total cost of net revenue (57) Interest rate contracts — Interest and other, net — Interest and other, net —Total $(248) $(134) $— For the fiscal year ended February 3, 2017 Total net revenue $57 Foreign exchange contracts $20 Total cost of net revenue (13) Interest rate contracts — Interest and other, net — Interest and other, net (1)Total $20 $44 $(1)Effect of Derivative Instruments Not Designated as Hedging Instruments on the Consolidated Statements of Income (Loss) Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 Location of Gain (Loss)Recognized (in millions) Foreign exchange contracts$(67) $(106) $(9) Interest and other, netInterest rate contracts(8) 4 (3) Interest and other, netTotal$(75) $(102) $(12) 122 Table of ContentsFair Value of Derivative Instruments in the Consolidated Statements of Financial PositionThe Company presents its foreign exchange derivative instruments on a net basis in the Consolidated Statements of Financial Position due to the right ofoffset by its counterparties under master netting arrangements. The fair value of those derivative instruments presented on a gross basis as of each dateindicated below was as follows: February 1, 2019 Other CurrentAssets Other Non-Current Assets Other CurrentLiabilities Other Non-CurrentLiabilities TotalFair Value (in millions) Derivatives designated as hedging instruments:Foreign exchange contracts in an asset position$45 $— $29 $— $74Foreign exchange contracts in a liability position(19) — (20) — (39)Net asset (liability)26 — 9 — 35Derivatives not designated as hedging instruments: Foreign exchange contracts in an asset position178 — 57 — 235Foreign exchange contracts in a liability position(110) — (115) (2) (227)Interest rate contracts in an asset position— 3 — — 3Interest rate contracts in a liability position— — — (9) (9)Net asset (liability)68 3 (58) (11) 2Total derivatives at fair value$94 $3 $(49) $(11) $37 February 2, 2018 Other CurrentAssets Other Non-Current Assets Other CurrentLiabilities Other Non-CurrentLiabilities TotalFair Value (in millions) Derivatives designated as hedging instruments:Foreign exchange contracts in an asset position$9 $— $11 $— $20Foreign exchange contracts in a liability position(7) — (52) — (59)Net asset (liability)2 — (41) — (39)Derivatives not designated as hedging instruments:Foreign exchange contracts in an asset position194 3 141 — 338Foreign exchange contracts in a liability position(127) — (283) — (410)Interest rate contracts in an asset position— 11 — — 11Interest rate contracts in a liability position— — — (1) (1)Net asset (liability)67 14 (142) (1) (62)Total derivatives at fair value$69 $14 $(183) $(1) $(101)123 Table of ContentsThe following tables present the gross amounts of the Company’s derivative instruments, amounts offset due to master netting agreements with theCompany’s counterparties, and the net amounts recognized in the Consolidated Statements of Financial Position: February 1, 2019 Gross Amounts ofRecognized Assets/(Liabilities) Gross AmountsOffset in theStatement ofFinancial Position Net Amounts ofAssets/ (Liabilities)Presented in theStatement ofFinancial Position Gross Amounts not Offset in the Statementof Financial Position Net Amount FinancialInstruments Cash CollateralReceived or Pledged (in millions)Derivative instruments: Financial assets$312 $(215) $97 $— $— $97Financial liabilities(275) 215 (60) — 4 (56)Total derivative instruments$37 $— $37 $— $4 $41 February 2, 2018 Gross Amounts ofRecognized Assets/(Liabilities) Gross AmountsOffset in theStatement ofFinancial Position Net Amounts ofAssets/ (Liabilities)Presented in theStatement ofFinancial Position Gross Amounts not Offset in the Statementof Financial Position Net Amount FinancialInstruments Cash CollateralReceived or Pledged (in millions)Derivative instruments: Financial assets$369 $(286) $83 $— $— $83Financial liabilities(470) 286 (184) — — (184)Total derivative instruments$(101) $— $(101) $— $— $(101)124 Table of ContentsNOTE 8 — BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE ASSETSBusiness CombinationsFiscal year ended February 1, 2019VMware, Inc. AcquisitionsCloudHealth Technologies, Inc. — During the third quarter of the fiscal year ended February 1, 2019, VMware, Inc. completed the acquisition ofCloudHealth Technologies, Inc. (“CloudHealth Technologies”), a company delivering a cloud operations platform that enables customers to analyze andmanage cloud cost, usage, security, and performance centrally for native public clouds. The total purchase price was $495 million, net of cash acquired of$26 million and primarily included $101 million of identifiable intangible assets and $394 million of goodwill that is not expected to be deductible for taxpurposes. The identifiable intangible assets included completed technology of $69 million and customer relationships of $18 million, with estimated usefullives of one to five years. The fair value of assumed unvested equity awards attributed to post-combination services was $39 million and will be expensedover the remaining requisite service periods on a straight-line basis.The preliminary allocation of the purchase price was based on a preliminary valuation and assumptions and is subject to change within the measurementperiod. VMware, Inc. expects to finalize the allocation of the purchase price as soon as practicable and not later than one year from the acquisition date.Heptio Inc. — During the fourth quarter of the fiscal year ended February 1, 2019, VMware, Inc. completed the acquisition of Heptio Inc. (“Heptio”), aprovider of products and services that help enterprises deploy and operationalize Kubernetes software. The total purchase price was $420 million, net of cashacquired of $15 million. The purchase price primarily included $27 million of identifiable intangible assets and $392 million of goodwill that is notexpected to be deductible for tax purposes. The identifiable intangible assets primarily consisted of completed technology of $20 million, with an estimateduseful life of five years. Merger consideration totaling $117 million, including $24 million that was held in escrow, is payable to certain employees of Heptiosubject to specified future employment conditions and is being recognized as expense over the requisite service periods on a straight-line basis.Compensation expense recognized during the year ended February 1, 2019 was not significant. The fair value of assumed unvested equity awards attributedto post-combination services was $47 million and will be expensed over the remaining requisite service periods on a straight-line basis.The initial allocation of the purchase price was based on a preliminary valuation and assumptions and is subject to change within the measurement period.VMware expects to finalize the allocation of the purchase price as soon as practicable and no later than one year from the acquisition date.The Company has not presented pro forma results of operations for the foregoing acquisitions because they are not material to the Company’s consolidatedresults of operations, financial position, or cash flows.Fiscal year ended February 2, 2018VMware, Inc. AcquisitionsVeloCloud Networks, Inc. — During the fourth quarter of the fiscal year ended February 2, 2018, VMware, Inc. completed the acquisition of VeloCloudNetworks, Inc. (“VeloCloud”), a provider of cloud-delivered software-defined wide-area network (SD-WAN) technology for enterprises and service providers.VMware, Inc. acquired VeloCloud to build on its network virtualization platform, VMware NSX, and to expand its networking portfolio. The total purchaseprice was $449 million, net of cash acquired of $24 million. The purchase price primarily included $142 million of identifiable intangible assets and $326million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets primarily include completed technology of $87million and customer contracts of $44 million, with estimated useful lives of six to seven years. The fair value of assumed unvested equity attributed to post-combination services was $30 million and will be expensed over the remaining requisite service periods on a straight-line basis.Prior to the closing of the acquisition, Dell Technologies, including VMware Inc., held an ownership interest in VeloCloud. Upon completion of the stepacquisition, Dell Technologies recognized a gain of $8 million in interest and other, net for the remeasurement of its previously held ownership interest tofair value, which was $12 million.125 Table of ContentsOther Business Combinations — During the second quarter of the fiscal year ended February 2, 2018, VMware, Inc. completed the acquisitions of Wavefrontand Apteligent, Inc., which were not material to the Consolidated Financial Statements. These acquisitions are a part of VMware, Inc.’s strategy to acceleratethe development of VMware, Inc.’s Cloud services and other technologies. The aggregate purchase price for the two acquisitions was $323 million, inclusiveof the fair value of the Company’s existing investment in Wavefront of $69 million and cash acquired of $35 million. The aggregate purchase price included$36 million of identifiable intangible assets and $238 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangibleassets primarily relate to purchased technology, with estimated useful lives of five years. The fair value of assumed unvested equity attributable to post-combination services was $37 million and will be expensed over the remaining requisite service periods on a straight-line basis. The estimated fair value ofthe stock options assumed by the Company was determined using the Black-Scholes option pricing model.Prior to the closing of the acquisition, Dell Technologies, including VMware, Inc., held an ownership interest in Wavefront. Upon completion of the stepacquisition, Dell Technologies recognized a $45 million gain in interest and other, net for the remeasurement of its previously held ownership interest to fairvalue.The Company has not presented pro forma results of operations for the foregoing acquisitions because they are not material to the Company’s consolidatedresults of operations, financial position, or cash flows.Fiscal year ended February 3, 2017EMC Merger TransactionOn September 7, 2016, EMC became a wholly-owned subsidiary of the Company as a result of the merger of a merger subsidiary of Dell Technologies withand into EMC. Pursuant to the terms of the merger agreement, upon the completion of the EMC merger transaction, each issued and outstanding share ofcommon stock, par value $0.01 per share, of EMC (approximately 2.0 billion shares as of September 7, 2016) was converted into the right to receive (1)$24.05 in cash, without interest, and (2) 0.11146 validly issued, fully paid, and non-assessable shares of common stock of the Company designated as ClassV Common Stock, par value $0.01 per share (the “Class V Common Stock”), plus cash in lieu of any fractional shares. Shares of the Class V Common Stockwere approved for listing on the New York Stock Exchange (the “NYSE”) under the ticker symbol “DVMT” and began trading on September 7, 2016.In connection with the EMC merger transaction, the Company authorized 343 million shares of Class V Common Stock. On September 7, 2016, DellTechnologies issued 223 million shares of Class V Common Stock to EMC shareholders at a purchase price of $45.07 per share for an aggregate purchaseprice of approximately $10 billion. The total fair value of consideration transferred to effect the EMC merger transaction was approximately $64 billion,which primarily consisted of cash and such shares of Class V Common Stock, as well as the fair value of non-controlling interests in VMware, Inc. andPivotal, majority-owned consolidated subsidiaries of EMC. See Note 14 of the Notes to the Consolidated Financial Statements for additional information onthe Class V Common Stock.126 Table of ContentsFair Value of Consideration Transferred — The following table summarizes the consideration transferred to effect the EMC merger transaction: Purchase Price (in millions)Consideration transferred: Cash$47,694Expense and other (a)968Class V Common Stock (b)10,041Total consideration transferred58,703Non-controlling interests (c)6,048Less: Post-merger stock compensation expense (d)(800)Total purchase price to allocate$63,951____________________(a)Expense and other primarily consists of cash payment for post-merger stock compensation expense, as described in footnote (d), and the value related topre-merger services of EMC equity awards converted to deferred cash awards.(b)The fair value of the Class V Common Stock is based on the issuance of approximately 223 million shares with a per-share fair value of $45.07 (theopening share price of the Class V Common Stock on the NYSE on September 7, 2016, the first day of trading), which shares were intended to track theeconomic performance of approximately 65% of the Company’s economic interest in the VMware business, as of the closing date of the EMC mergertransaction.(c)Non-controlling interests in VMware, Inc. and Pivotal was $6 billion as of September 7, 2016. The fair value of the non-controlling interest related toVMware, Inc. was calculated by multiplying outstanding shares of VMware, Inc. common stock that were not owned by EMC by $73.28 (the openingshare price of VMware, Inc. Class A common stock on the NYSE on September 7, 2016). The fair value of the non-controlling interest relating to Pivotalwas calculated based on the fair value of Pivotal, the ownership percentage of the non-controlling interests, and a discount for lack of control related tothe non-controlling interest.(d)Pursuant to the guidelines of ASC 805, a portion of the consideration related to accelerated EMC equity awards was recorded as post-merger day onestock compensation expense. This expense is attributable to post-merger services not rendered due to the acceleration.127 Table of ContentsAssets Acquired and Liabilities Assumed — The EMC merger transaction has been accounted for as a business combination under the acquisition method ofaccounting. The cumulative impact of any subsequent changes resulting from the facts and circumstances that existed as of the transaction date will beadjusted in the reporting period in which the adjustment amount is determined.The following table summarizes, as of February 2, 2018, the purchase price allocation to the assets acquired and the liabilities assumed in the EMC mergertransaction (in millions):Current assets: Cash and cash equivalents$10,080Short-term investments1,765Accounts receivable2,810Short-term financing receivables64Inventories, net1,993Other current assets903Total current assets17,615Property, plant, and equipment4,490Long-term investments4,317Long-term financing receivables65Goodwill31,539Purchased intangibles31,218Other non-current assets445Total assets$89,689Current liabilities: Short-term debt$905Accounts payable728Accrued and other3,259Short-term deferred revenue4,954Total current liabilities9,846Long-term debt5,474Long-term deferred revenue3,469Deferred tax liabilities6,625Other non-current liabilities324Total liabilities25,738Total net assets$63,951The table above includes amounts allocated to ECD, which was divested in the fiscal year ended February 3, 2017. See Note 1 of the Notes to theConsolidated Financial Statements for more information on discontinued operations.Pro Forma Financial Information — The following table provides unaudited pro forma results of operations for the fiscal year ended February 3, 2017 as ifthe EMC merger transaction date had occurred on January 31, 2015: Fiscal Year Ended February 3, 2017 (in millions)Total net revenue$74,116Net loss attributable to Dell Technologies Inc.$(3,220)128 Table of ContentsThe pro forma information for the fiscal year ended February 3, 2017 combines the Company’s historical results for the fiscal year ended February 3, 2017and EMC’s historical results for the period from February 1, 2016 to September 6, 2016. The historical results have been adjusted in the pro formainformation to give effect to items that are (a) directly attributable to the EMC merger transaction, (b) factually supportable, and (c) expected to have acontinuing impact on the combined company’s results. Additionally, the unaudited pro forma financial information includes EMC results that have beenadjusted for ASC 606.The pro forma information does not purport to represent what the combined company’s results of operations or financial condition would have been had theEMC merger transaction actually occurred on the date indicated, and does not purport to project the combined company’s results of operations for any futureperiod or as of any future date.GoodwillThe following table presents goodwill allocated to the Company’s business segments as of February 1, 2019 and February 2, 2018, and changes in thecarrying amount of goodwill for the respective periods: InfrastructureSolutions Group (a) Client SolutionsGroup VMware Other Businesses(b) Total (in millions)Balance as of February 3, 2017$15,607 $4,237 $15,070 $3,996 $38,910Goodwill acquired— — 565 9 574Impact of foreign currency translation359 — — 90 449Goodwill divested(13) — — — (13)Balance as of February 2, 2018$15,953 $4,237 $15,635 $4,095 $39,920Goodwill acquired (c)— — 784 — 784Impact of foreign currency translation(289) — — (67) (356)Goodwill divested(69) — — — (69)Other adjustments (d)(396) — — 396 —Goodwill impaired (e)— — — (190) (190)Balance as of February 1, 2019$15,199 $4,237 $16,419 $4,234 $40,089____________________(a)Infrastructure Solutions Group is composed of the Core Storage, Servers, and Networking goodwill reporting unit.(b)Other Businesses consists of offerings by Pivotal, Secureworks, RSA Security LLC (“RSA Security”), Virtustream Group Holdings, Inc. (“Virtustream”),and Boomi, Inc. (“Boomi”).(c)During the fiscal year ended February 1, 2019, VMware, Inc. completed the acquisitions of CloudHealth Technologies and Heptio.(d)During the three months ended May 4, 2018, the Company made certain segment reporting changes, which included the movement of the results ofVirtustream from the Infrastructure Solutions Group segment to Other businesses. The amount of goodwill attributable to Virtustream was reclassified toOther businesses to align with these reporting changes.(e)The Company recognized a goodwill impairment charge related to Virtustream, as discussed below.Annual Goodwill Impairment Test — In connection with its annual impairment cycle, the Company elected to early adopt the amended guidance issued bythe FASB that simplified the goodwill impairment test, as discussed in Note 2 of the Notes to the Consolidated Financial Statements.Goodwill and indefinite-lived intangible assets are tested for impairment annually during the third fiscal quarter and whenever events or circumstances mayindicate that an impairment has occurred. The Company elected to bypass the assessment of qualitative factors to determine whether it was more likely thannot that the fair value of a reporting unit was less than its carrying amount, including goodwill. In electing to bypass the qualitative assessment, the Companyproceeded directly to performing a quantitative goodwill impairment test to measure the fair value of each goodwill reporting unit relative to its carryingamount, and to determine the amount of goodwill impairment loss to be recognized, if any.129 Table of ContentsManagement exercised significant judgment related to the above assessment, including the identification of goodwill reporting units, assignment of assetsand liabilities to goodwill reporting units, assignment of goodwill to reporting units, and determination of the fair value of each goodwill reporting unit. Thefair value of each goodwill reporting unit is generally estimated using a combination of public company multiples and discounted cash flow methodologies,unless the reporting unit relates to a publicly traded entity (VMware, Inc., Pivotal, or Secureworks), in which case the fair value is determined based primarilyon the public company market valuation. The discounted cash flow and public company multiples methodologies require significant judgment, includingestimation of future cash flows, which is dependent on internal forecasts, current and anticipated economic conditions and trends, selection of marketmultiples through assessment of the reporting unit’s performance relative to peer competitors, the estimation of the long-term growth rate of the Company’sbusiness, and the determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect thefair value of the goodwill reporting unit, potentially resulting in a non-cash impairment charge.Based on the results of the annual impairment test, which was a quantitative test for all goodwill reporting units, the fair values of each of the reporting units,except for the Virtustream reporting unit, exceeded their carrying values. Virtustream’s results, which are reported within the Company’s Other businesses, donot meet the requirements for a reportable segment and are not material to the Company’s overall results. See Note 19 of the Notes to the ConsolidatedFinancial Statements for additional segment information.Virtustream delivers an application management cloud platform for enterprise mission-critical workloads in the Infrastructure-as-a-Service market, and hadapproximately $0.4 billion in goodwill that was derived from the EMC merger transaction during the fiscal year ended February 3, 2017. Virtustreamforecasts were revised downward due to a resetting of the longer term business model that is focused on a streamlined product portfolio.It was determined that the carrying value of the Virtustream reporting unit exceeded its fair value, and, as such, a goodwill impairment charge ofapproximately $190 million was recognized during the three months ended November 2, 2018. This expense was classified in selling, general, andadministrative in the Consolidated Statements of Income (Loss). The impairment is reflected as a reduction in goodwill of approximately $190 million in theConsolidated Statements of Financial Position as of February 1, 2019. The Company did not have any accumulated goodwill impairment charges from priorperiod goodwill impairment tests. The remaining Virtustream goodwill was approximately $205 million, inclusive of the impact of foreign currencytranslation, as of February 1, 2019. Management will continue to monitor the Virtustream goodwill reporting unit and consider potential impacts to theimpairment assessment.As a result of the annual impairment test, it was determined that the excess of fair value over carrying amount was less than 20% for the RSA Securityreporting unit, which had an excess of fair value over carrying amount of 11% as of November 2, 2018. Management will continue to monitor the RSASecurity goodwill reporting unit and consider potential impacts to the impairment assessment.Additionally, as a result of the Class V transaction, the Company performed an interim impairment analysis during the three months ended February 1, 2019given the availability of market data. Other than those disclosed during the Company’s annual goodwill impairment test during the three months endedNovember 2, 2018, there were no impairment indicators resulting from the interim impairment analysis.130 Table of ContentsIntangible AssetsThe Company’s intangible assets as of February 1, 2019 and February 2, 2018 were as follows: February 1, 2019 February 2, 2018 Gross AccumulatedAmortization Net Gross AccumulatedAmortization Net (in millions)Customer relationships$22,750 $(11,703) $11,047 $22,764 $(8,637) $14,127Developed technology15,701 (9,036) 6,665 15,586 (6,196) 9,390Trade names1,291 (606) 685 1,277 (407) 870Leasehold assets (liabilities)128 (10) 118 128 (6) 122Definite-lived intangible assets39,870 (21,355) 18,515 39,755 (15,246) 24,509Indefinite-lived trade names3,755 — 3,755 3,756 — 3,756Total intangible assets$43,625 $(21,355) $22,270 $43,511 $(15,246) $28,265Amortization expense related to definite-lived intangible assets was approximately $6.1 billion, $7.0 billion, and $3.7 billion for the fiscal years endedFebruary 1, 2019, February 2, 2018, and February 3, 2017, respectively. There were no material impairment charges related to intangible assets during thefiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017Due to Virtustream business changes, the Virtustream definite-lived intangible assets were tested for impairment using a quantitative analysis, and noimpairment was identified.Estimated future annual pre-tax amortization expense of definite-lived intangible assets as of February 1, 2019 over the next five fiscal years and thereafter isas follows:Fiscal Years(in millions)2020$4,39120213,36220222,65220231,76720241,403Thereafter4,940Total$18,515131 Table of ContentsNOTE 9 — DEFERRED REVENUEDeferred Revenue — Deferred revenue is recorded for support and deployment services, software maintenance, professional services, training, and SaaS whenthe Company has a right to invoice or payments have been received for undelivered products or services where transfer of control has not occurred. Revenueis recognized on these items when the revenue recognition criteria are met, generally resulting in ratable recognition over the contract term. The Companyalso has deferred revenue related to undelivered hardware and professional services, consisting of installations and consulting engagements, which arerecognized as the Company’s performance obligations under the contract are completed.Changes in the Company’s deferred revenue are presented in the following table for the periods indicated: Fiscal Year Ended February 1, 2019 February 2, 2018 (in millions)Deferred revenue: Deferred revenue at beginning of period$20,816 $17,815Revenue deferrals for new contracts and changes in estimates for pre-existing contracts (a) (b)20,580 18,478Revenue recognized (b)(17,386) (15,477)Deferred revenue at end of period$24,010 20,816Short-term deferred revenue$12,944 $11,606Long-term deferred revenue$11,066 $9,210____________________(a)Includes the impact of foreign currency exchange rate fluctuations.(b)The Company conformed the presentation of certain deferred revenue rollforward activity for the fiscal year ended February 2, 2018 to align to currentyear presentation. The beginning and ending deferred revenue liability balances remain unchanged.Remaining Performance Obligations — Remaining performance obligations represent the aggregate amount of the transaction price allocated to performanceobligations 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 aggregate amount of thetransaction price allocated to remaining performance obligations does not include amounts owed under cancelable contracts where there is no substantivetermination penalty.The Company applied the practical expedient to exclude the value of remaining performance obligations for contracts for which revenue is recognized at theamount to which the Company has the right to invoice for services performed. The Company also applied the practical expedient to not disclose the amountof transaction price allocated to remaining performance obligations for the periods prior to adoption of the new revenue standard.Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope ofcontracts, periodic revalidation, adjustments for revenue that have not materialized, and adjustments for currency.The value of the transaction price allocated to remaining performance obligations as of February 1, 2019 was approximately $32 billion. The Companyexpects to recognize approximately 61% of remaining performance obligations as revenue in the next 12 months, and the remainder thereafter.132 Table of ContentsNOTE 10 — COMMITMENTS AND CONTINGENCIESLease CommitmentsThe Company leases property and equipment, manufacturing facilities, and office space under non-cancelable leases. Certain of these leases obligate theCompany to pay taxes, maintenance, and repair costs. As of February 1, 2019, future minimum lease payments under these non-cancelable leases were asfollows: $371 million in Fiscal 2020; $314 million in Fiscal 2021; $240 million in Fiscal 2022; $175 million in Fiscal 2023; $113 million in Fiscal 2024;and $643 million thereafter.The amount of the future lease commitments after Fiscal 2024 is primarily for the ground leases on VMware, Inc.’s Palo Alto, California headquarter facilities,which expire in Fiscal 2047.For the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, rent expense under all leases totaled $457 million, $571 million, and$279 million, respectively.Purchase ObligationsThe Company has contractual obligations to purchase goods or services, which specify significant terms, including fixed or minimum quantities to bepurchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. As of February 1, 2019, purchase obligations were$3,953 million, $354 million, and $298 million for Fiscal 2020, Fiscal 2021, and Fiscal 2022 and thereafter, respectively.Legal MattersThe Company is involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of itsbusiness, including those identified below, 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 ofthe loss. The Company reviews these accruals at least quarterly and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel,and other relevant information. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments,investigations, or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such a determination ismade. For some matters, the amount of 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: Appraisal Proceedings — On October 29, 2013, Dell Technologies acquired Dell in a transaction referred to as the going-private transaction. Holders of shares of Dell common stock who did not vote on September 12, 2013 in favor of the proposal to adopt the amended going-privatetransaction agreement and who properly demanded appraisal of their shares and who otherwise comply with the requirements of Section 262 of theDelaware General Corporate Law (“DGCL”) are entitled to seek appraisal for, and obtain payment in cash for the judicially determined “fair value”(as defined pursuant to Section 262 of the DGCL) of, their shares in lieu of receiving the going-private transaction consideration. The liability forthe appraisal proceedings was approximately $129 million as of February 2, 2018. On May 8, 2018, the Company entered into an agreement to settlea portion of the liability related to the appraisal proceedings in the amount of approximately $70 million, and on May 18, 2018, this portion of theliability was fully paid. The Company settled with the remaining plaintiffs as of July 16, 2018 in the amount of approximately $30 million. Theremaining liability accrual was immaterial and released to Interest and other, net during the three months ended August 3, 2018. As of August 3,2018, there was no remaining liability for appraisal proceedings.133 Table of ContentsSecurities Litigation — On May 22, 2014, a securities class action seeking compensatory damages was filed in the United States District Court forthe Southern District of New York, captioned the City of Pontiac Employee Retirement System vs. Dell Inc. et. al. (Case No. 1:14-cv-03644). Theaction names as defendants Dell Inc. and certain current and former executive officers, and alleges that Dell made false and misleading statementsabout Dell’s business operations and products between February 22, 2012 and May 22, 2012, which resulted in artificially inflated stock prices. Thecase was transferred to the United States District Court for the Western District of Texas, where the defendants filed a motion to dismiss. OnSeptember 16, 2016, the Court denied the motion to dismiss and the case is proceeding with discovery.Class Actions Related to the Class V Transaction — Four purported stockholders have brought putative class action complaints arising out of theClass V transaction described in Note 14 of the Notes to the Consolidated Financial Statements. The actions are captioned Hallandale Beach Policeand Fire Retirement Plan v. Michael Dell et al. (Civil Action No. 2018-0816-JTL), Howard Karp v. Michael Dell et al. (Civil Action No. 2019-0032-JTL), Miramar Police Officers’ Retirement Plan v. Michael Dell et al. (Civil Action No. 2019-0049-JTL), and Steamfitters Local 449 Pension Plan v.Michael Dell et al. (Civil Action No. 2019-0115-JTL). The four actions, which are substantively similar and were all filed in the Court of Chanceryof the State of Delaware, name as defendants the Company’s board of directors, and stockholders of the Company, consisting of Michael S. Dell andentities through which Mr. Dell allegedly holds a portion of his and/or his family’s stock. The plaintiffs generally allege that the defendantsbreached their fiduciary duties to the former holders of Class V Common Stock in connection with the Class V transaction by allegedly causing theCompany to enter into a transaction that favored the interests of the controlling stockholders at the expense of such former stockholders. Theactions have now been consolidated.Other Litigation Related to the Class V Transaction — On October 31, 2018, High River Limited Partnership, Icahn Partners Master Fund LP, andIcahn Partners LP filed an action against Dell in Delaware Chancery Court, captioned High River LP v. Dell Tech. Holdings Inc. (No. 2018-0790),pursuant to Section 220 of the DGCL, seeking (1) to inspect certain of the Company’s books and records purportedly related to the Class Vtransaction described in Note 14 of the Notes to the Consolidated Financial Statements or the potential initial public offering of the Company’sClass C Common Stock, and (2) the public dissemination of unspecified materials already produced for inspection. By motion dated October 31,2018, the plaintiffs sought expedited treatment of their claims. On November 1, 2018, Dell filed its opposition to the motion for expeditedtreatment. On November 5, 2018, the Chancery Court scheduled a trial on the matter for November 19, 2018. Prior to the scheduled trial, onNovember 15, 2018, the plaintiffs voluntarily dismissed this action.On November 8, 2018, Hallandale Beach Police and Fire Retirement Plan filed a putative stockholder class action lawsuit, captioned HallandaleBeach Police and Fire Retirement Plan v. Michael Dell, et al., (No. 2018-0816-JTL), against the Company’s directors and Michael S. Dell, a separateproperty trust for the benefit of Mr. Dell’s wife, investment funds affiliated with Silver Lake Partners, and investment funds affiliated with MSDPartners, L.P. in Delaware Chancery Court, alleging, among other things, that the directors of the Company breached their fiduciary duties to holdersof the Class V Common Stock in connection with the Class V transaction, because, among other things, the Class V transaction was allegedlyfinancially unfair and coercive to holders of the Class V Common Stock and there were various conflicts of interest. The lawsuit seeks, among otherremedies, a judicial declaration that that defendants breached their fiduciary duties and an award of damages, fees and costs.Copyright Levies — The Company is involved in various proceedings and negotiations regarding Dell’s obligation to collect and remit copyrightlevies in certain European Union (“EU”) countries. The Company continues to collect levies in EU countries where it has determined that local lawsrequire payment. The Company, along with other companies and/or industry associations, also continues to oppose levy schemes that do notcomply with EU law. The Company does not currently anticipate that any of these matters will have a material adverse effect on its business,financial condition, results of operations, or cash flows.134 Table of ContentsOther Litigation — The various legal proceedings in which Dell is involved include commercial litigation and a variety of patent suits. In some ofthese cases, Dell is the sole defendant. More often, particularly in the patent suits, Dell is one of a number of defendants in the electronics andtechnology industries. Dell is actively defending a number of patent infringement suits, and several pending claims are in various stages ofevaluation. While the number of patent cases varies over time, Dell does not currently anticipate that any of these matters will have a materialadverse effect on its business, financial condition, results of operations, or cash flows.As of February 1, 2019, the Company does not believe there is a reasonable possibility that a material loss exceeding the amounts already accrued for these orother proceedings or matters has been incurred. However, since the ultimate resolution of any such proceedings and matters is inherently unpredictable, theCompany’s business, financial condition, results of operations, or cash flows could be materially affected in any particular period by unfavorable outcomes inone or more of these proceedings or matters. Whether the outcome of any claim, suit, assessment, investigation, or legal proceeding, individually orcollectively, could have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows will depend on anumber of variables, including the nature, timing, and amount of any associated expenses, amounts paid in settlement, damages, or other remedies orconsequences.IndemnificationsIn the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the third party to sucharrangements from any losses incurred relating to the services it performs on behalf of the Company or for losses arising from certain events as defined in theparticular contract, such as litigation or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses.Historically, payments related to these indemnifications have not been material to the Company.Certain ConcentrationsThe Company maintains cash and cash equivalents, derivatives, and certain other financial instruments with various financial institutions that potentiallysubject it to concentration of credit risk. As part of its risk management processes, the Company performs periodic evaluations of the relative credit standingof these financial institutions. The Company has not sustained material credit losses from instruments held at these financial institutions. Further, theCompany does not anticipate nonperformance by any of the counterparties.The Company markets and sells its products and services to large corporate clients, governments, and health care and education accounts, as well as to smalland medium-sized businesses and individuals. No single customer accounted for more than 10% of the Company’s consolidated net revenue during the fiscalyear ended February 1, 2019, February 2, 2018, or February 3, 2017.The Company utilizes a limited number of contract manufacturers that assemble a portion of its products. The Company may purchase components fromsuppliers and sell those components to the contract manufacturers, thereby creating receivables balances from the contract manufacturers. The agreementswith the majority of the contract manufacturers allow the Company a legal right to offset its payables against these receivables, thus mitigating the credit riskwholly or in part. Receivables from the Company’s four largest contract manufacturers represented the majority of the gross non-trade receivables of $3.7billion and $3.3 billion as of February 1, 2019 and February 2, 2018, respectively, of which $3.2 billion and $2.8 billion as of February 1, 2019 andFebruary 2, 2018, respectively, have been offset against the corresponding payables. The portion of receivables not offset against payables is included inother current assets in the Consolidated Statement of Financial Position. The Company does not reflect the sale of the components in revenue and does notrecognize any profit on the component sales until the related products are sold.135 Table of ContentsNOTE 11 — INCOME AND OTHER TAXESThe income tax benefit from continuing operations consisted of the following for the respective periods: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Current: Federal$461 $52 $(139)State/local74 111 46Foreign616 599 322Current1,151 762 229Deferred: Federal(1,150) (2,368) (1,510)State/local(85) (139) (105)Foreign(96) (98) (34)Deferred(1,331) (2,605) (1,649)Income tax benefit$(180) $(1,843) $(1,420)The Company’s provision for income taxes for the fiscal periods reflected in the Consolidated Financial Statements are not directly comparable primarily dueto the enactment of the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”) during the fiscal year ended February 2, 2018, as well as purchase accountingadjustments, interest charges, and stock-based compensation charges incurred as a result of the EMC merger transaction that was completed in the fiscal yearended February 3, 2017. For more information regarding the EMC merger transaction, see Note 1 of the Notes to the Consolidated Financial Statements.U.S. Tax Reform was signed into law on December 22, 2017. Among other things, U.S. Tax Reform lowers the U.S. corporate income tax rate to 21% from35%, establishes a modified territorial system requiring a mandatory deemed repatriation tax on undistributed earnings of foreign subsidiaries (the“Transition Tax”), requires a minimum tax on certain future earnings generated by foreign subsidiaries while providing for future tax-free repatriation ofearnings through a 100% dividends-received deduction, and places limitations on the deductibility of net interest expense.GAAP requires the effect of a change in tax laws to be recognized in the period that includes the enactment date. Due to the complexities involved inaccounting for the enactment of U.S. Tax Reform, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allowed companies to recordprovisional amounts in earnings for the first year following U.S. Tax Reform’s enactment, with those provisional amounts required to be finalized by the endof that year. For the fiscal year ended February 2, 2018, the Company recognized a provisional tax benefit of $0.5 billion, which was primarily attributable toa $1.5 billion tax benefit related to the remeasurement of deferred tax assets and liabilities, offset by $1.0 billion of current and future income tax expensesrelated to the Transition Tax. The Company completed its accounting for the income tax effects of U.S. Tax Reform during the fourth quarter of the fiscalyear ended February 1, 2019 and determined that the adjustment to the provisional estimate was not material. Throughout the fiscal year ended February 1,2019, the U.S. Department of the Treasury and the Internal Revenue Service (“IRS”) issued preliminary regulatory guidance clarifying certain provisions ofU.S. Tax Reform, and the Company anticipates that additional regulatory guidance and technical clarifications will be issued. When additional guidance isissued, the Company will recognize the related tax impact in the fiscal quarter of such issuance.136 Table of ContentsThe Company’s loss from continuing operations before income taxes consisted of the following for the respective periods: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Domestic$(4,645) $(5,995) $(6,698)Foreign2,284 1,226 2,204Loss from continuing operations before income taxes$(2,361) $(4,769) $(4,494)A reconciliation of the Company’s income tax benefit from continuing operations to the statutory U.S. federal tax rate is as follows: Fiscal Year Ended February 1, 2019 February 2, 2018 (a) February 3, 2017 (a)U.S. federal statutory rate21.0 % 33.7 % 35.0 %State income taxes, net of federal tax benefit0.5 2.9 2.9Tax impact of foreign operations(19.5) (11.0) (6.2)Change in valuation allowance(6.6) (1.8) (1.1)Indirect tax effects of adoption of new revenue standard6.5 — —U.S. Tax Reform1.5 11.6 —IRS tax audit settlement— — 6.6Non-deductible transaction-related costs(1.9) — (1.1)Stock-based compensation4.1 1.6 (0.2)Other tax credits6.9 2.6 1.1Other(4.9) (1.0) (5.4)Total7.6 % 38.6 % 31.6 %____________________(a)Prior periods have been conformed to current year presentation.The differences between the estimated effective income tax rates and the U.S. federal statutory rate of 21% principally result from the Company’sgeographical distribution of income and differences between the book and tax treatment of certain items. In certain jurisdictions, the Company’s tax rate issignificantly less than the applicable statutory rate as a result of tax holidays. The majority of the Company’s foreign income that is subject to these taxholidays and lower tax rates is attributable to Singapore, China, and Malaysia. Although a significant portion of these income tax benefits relate to a taxholiday that expired during the fiscal year ended February 1, 2019, the Company has negotiated new terms for the affected subsidiary. These new termsprovide for a reduced income tax rate and will be effective until January 31, 2029. The Company’s other tax holidays will expire in whole or in part duringfiscal years 2022 through 2030. Many of these tax holidays and reduced tax rates may be extended when certain conditions are met or may be terminatedearly if certain conditions are not met. For the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, the income tax benefitsattributable to the tax status of the affected subsidiaries were estimated to be approximately $313 million ($0.54 per share of DHI Group Common Stock),$238 million ($0.42 per share of DHI Group Common Stock), and $369 million ($0.79 per share of DHI Group Common Stock), respectively. These incometax benefits are included in tax impact of foreign operations in the table above. 137 Table of ContentsPrior to U.S. Tax Reform, the Company had not provided deferred taxes on undistributed earnings of its foreign subsidiaries as it was the Company’sintention for these basis differences to remain indefinitely reinvested. U.S. Tax Reform fundamentally changes the U.S. approach to taxation of foreignearnings to a partial territorial tax system, which generally allows companies to make distributions of non-U.S. earnings to the U.S. without incurringadditional U.S. tax. Additionally, as a result of the U.S. Tax Reform measures described above, the Company believes a significant portion of the Company’sundistributed earnings as of February 1, 2019 will not be subject to further U.S. federal taxation. As of February 1, 2019, the Company intends to repatriatecertain foreign earnings that have been taxed in the U.S. to the extent the foreign earnings are not restricted by local laws and can be accessed in a cost-effective manner. Accordingly, the Company recorded an immaterial deferred tax liability for the additional non-U.S. taxes that are expected to be incurredrelated to the repatriation of these earnings. As of February 1, 2019, the Company has undistributed earnings of certain foreign subsidiaries of approximately$38.4 billion that remain indefinitely reinvested, and as such have not recognized a deferred tax liability. Determination of the amount of unrecognizeddeferred income tax liability related to these undistributed earnings is not practicable.The components of the Company’s net deferred tax assets (liabilities) were as follows as of February 1, 2019 and February 2, 2018: February 1, 2019 February 2, 2018 (in millions)Deferred tax assets: Deferred revenue and warranty provisions$1,267 $1,022Provisions for product returns and doubtful accounts117 95Credit carryforwards1,927 540Loss carryforwards466 509Operating and compensation related accruals683 604Other193 158Deferred tax assets4,653 2,928Valuation allowance(1,704) (777)Deferred tax assets, net of valuation allowance2,949 2,151Deferred tax liabilities: Leasing and financing(356) (178)Property and equipment(547) (483)Acquired intangibles(3,254) (4,004)Other(242) (344)Deferred tax liabilities(4,399) (5,009)Net deferred tax liabilities$(1,450) $(2,858)138 Table of ContentsThe tables below summarize the net operating loss carryforwards, tax credit carryforwards, and other deferred tax assets with related valuation allowancesrecognized as of February 1, 2019 and February 2, 2018: February 1, 2019 Deferred Tax Assets Valuation Allowance Net Deferred TaxAssets First Year Expiring (in millions)Credit carryforwards$1,927 $(1,152) $775 Fiscal 2020Loss carryforwards466 (403) 63 Fiscal 2020Other deferred tax assets2,260 (149) 2,111 NATotal$4,653 $(1,704) $2,949 February 2, 2018 Deferred Tax Assets Valuation Allowance Net Deferred TaxAssets First Year Expiring (in millions)Credit carryforwards$540 $(366) $174 Fiscal 2019Loss carryforwards509 (279) 230 Fiscal 2019Other deferred tax assets1,879 (132) 1,747 NATotal$2,928 $(777) $2,151 The Company’s credit carryforwards as of February 1, 2019 and February 2, 2018 relate primarily to U.S. tax credits and the increase in the fiscal year endedFebruary 1, 2019 was primarily attributable to foreign tax credits associated with U.S. Tax Reform that will expire in Fiscal 2028. The Company assessed therealizability of these U.S. tax credits based on currently enacted and proposed regulations issued by the U.S. Department of the Treasury and the IRS andrecorded a valuation allowance of $634 million against these assets, which is included with other impacts of U.S. Tax Reform in the Company’s effective taxrate reconciliation. The Company’s loss carryforwards as of February 1, 2019 and February 2, 2018 include net operating loss carryforwards from federal,state, and foreign jurisdictions. The valuation allowances for other deferred tax assets as of February 1, 2019 and February 2, 2018 are primarily related toforeign jurisdictions. The Company has determined that it will be able to realize the remainder of its deferred tax assets, based on the future reversal ofdeferred tax liabilities.A reconciliation of the Company’s beginning and ending balances of unrecognized tax benefits is as follows: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Beginning Balance$2,867 $2,752 $2,479Unrecognized tax benefits assumed through EMC merger transaction— — 558Increases related to tax positions of the current year116 155 116Increases related to tax position of prior years288 98 227Reductions for tax positions of prior years(170) (90) (379)Lapse of statute of limitations(90) (34) (30)Audit settlements(22) (14) (219)Ending Balance$2,989 $2,867 $2,752During the fiscal year ended February 3, 2017, the Company acquired $558 million of unrecognized tax benefits in connection with the EMC mergertransaction. The Company’s net unrecognized tax benefits were $3.4 billion, $3.2 billion, and $3.1 billion as of February 1, 2019, February 2, 2018, andFebruary 3, 2017, respectively, and are included in other non-current liabilities in the Consolidated Statements of Financial Position.139 Table of ContentsThe unrecognized tax benefits in the table above include $2.4 billion, $2.2 billion, and $2.3 billion as of February 1, 2019, February 2, 2018, and February 3,2017, respectively, that, if recognized, would have impacted income tax expense. The table does not include accrued interest and penalties of $1.0 billion,$0.9 billion, and $0.7 billion as of February 1, 2019, February 2, 2018, and February 3, 2017, respectively. Tax benefits associated with interest and state taxdeductions and other indirect jurisdictional effects of uncertain tax positions were $611 million, $537 million, and $286 million as of February 1, 2019,February 2, 2018, and February 3, 2017, respectively. Interest and penalties related to income tax liabilities are included in income tax expense. TheCompany recorded interest and penalties of $127 million, $184 million, and $94 million for the fiscal years ended February 1, 2019, February 2, 2018, andFebruary 3, 2017, respectively.Judgment is required in evaluating the Company’s uncertain tax positions and determining the Company’s provision for income taxes. The Company doesnot anticipate a significant change to the total amount of unrecognized tax benefits within the next twelve months. During the fiscal year ended February 3,2017, the Company closed the IRS audit for fiscal years 2004 through 2006. As a result, during the fiscal year ended February 3, 2017, the Company recordeda net benefit to the provision for income taxes of $297 million. The Company’s U.S. federal income tax returns for fiscal years 2007 through 2009 are currently under consideration by the Office of Appeals of the IRS. TheIRS issued a Revenue Agent’s Report (“RAR”) related to those years during the fiscal year ended February 3, 2017. The IRS has proposed adjustmentsprimarily relating to transfer pricing matters with which the Company disagrees and is contesting through the IRS administrative appeals process. Althoughthis process has been progressing, the timing of any resolution remains uncertain. In May 2017, the IRS commenced a federal income tax audit for fiscal years2010 through 2014, which could take several years to complete.Prior to the EMC merger transaction, EMC received a RAR for its tax years 2009 and 2010. On May 5, 2017, EMC received a RAR for its tax year 2011. TheCompany has been contesting certain adjustments proposed in these RARs through the IRS administrative appeals process and, during the three monthsended August 3, 2018, reached an agreement on the contested issues with the IRS. The terms are not material to the Company’s results of operations, financialposition, or cash flows.The Company is also currently under income tax audits in various state and foreign jurisdictions. The Company is undergoing negotiations, and in somecases contested proceedings, relating to tax matters with the taxing authorities in these jurisdictions. The Company believes that it has provided adequatereserves related to all matters contained in tax periods open to examination. Although the Company believes it has made adequate provisions for theuncertainties surrounding these audits, should the Company experience unfavorable outcomes, such outcomes could have a material impact on its results ofoperations, financial position, and cash flows. With respect to major U.S. state and foreign taxing jurisdictions, the Company is generally not subject to taxexaminations for years prior to the fiscal year ended February 2, 2007.The Company takes certain non-income tax positions in the jurisdictions in which it operates and has received certain non-income tax assessments fromvarious jurisdictions. The Company believes that a material loss in these matters is not probable and that it is not reasonably possible that a material lossexceeding amounts already accrued has been incurred. The Company believes its positions in these non-income tax litigation matters are supportable andthat 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 couldbe challenged and assessments may be made. To the extent new information is obtained and the Company’s views on its positions, probable outcomes ofassessments, or litigation change, changes in estimates to the Company’s accrued liabilities would be recorded in the period in which such a determination ismade. In the resolution process for income tax and non-income tax audits, in certain situations the Company is required to provide collateral guarantees orindemnification to regulators and tax authorities until the matter is resolved.140 Table of ContentsNOTE 12 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)Accumulated other comprehensive income (loss) is presented in stockholders’ equity (deficit) in the Consolidated Statements of Financial Position andconsists of amounts related to foreign currency translation adjustments, unrealized net gains (losses) on investments, unrealized net gains (losses) on cashflow hedges, and actuarial net gains (losses) from pension and other postretirement plans.The following table presents changes in accumulated other comprehensive income (loss), net of tax, by the following components for the periods indicated: Foreign CurrencyTranslationAdjustments Investments Cash FlowHedges Pension and OtherPostretirement Plans Accumulated OtherComprehensiveIncome (Loss) (in millions)Balances as of January 29, 2016$(358) $— $34 $— (324)Other comprehensive income (loss) beforereclassifications(254) (17) 20 19 (232)Amounts reclassified from accumulated othercomprehensive income (loss)— 1 (43) — (42)Total change for the period(254) (16) (23) 19 (274)Less: Change in comprehensive income(loss) attributable to non-controllinginterests— (3) — — (3)Balances as of February 3, 2017(612) (13) 11 19 (595)Other comprehensive income (loss) beforereclassifications791 31 (248) 13 587Amounts reclassified from accumulated othercomprehensive income (loss)— 2 134 — 136Total change for the period791 33 (114) 13 723Less: Change in comprehensive lossattributable to non-controlling interests— (2) — — (2)Balances as of February 2, 2018179 22 (103) 32 130Adjustment for adoption of accountingstandards (Note 2)— (61) — 3 (58)Other comprehensive income (loss) beforereclassifications(631) 2 299 (21) (351)Amounts reclassified from accumulated othercomprehensive income (loss)— 43 (225) — (182)Total change for the period(631) (16) 74 (18) (591)Less: Change in comprehensive incomeattributable to non-controlling interests— 6 — — 6Balances as of February 1, 2019$(452) $— $(29) $14 $(467)Amounts related to investments are reclassified to net income (loss) when gains and losses are realized. See Note 3 and Note 4 of the Notes to theConsolidated Financial Statements for more information on the Company’s investments. Amounts related to the Company’s cash flow hedges are reclassifiedto net income during the same period in which the items being hedged are recognized in earnings. See Note 7 of the Notes to the Consolidated FinancialStatements for more information on the Company’s derivative instruments.141 Table of ContentsThe following tables present reclassifications out of accumulated other comprehensive income (loss), net of tax, to net income (loss) for the periodspresented: Fiscal Year Ended February 1, 2019 February 2, 2018 Investments Cash FlowHedges Total Investments Cash FlowHedges Total (in millions)Total reclassifications, net of tax: Net revenue$— $225 $225 $— $(77) $(77)Cost of net revenue— — — — (57) (57)Interest and other, net(43) — (43) (2) — (2)Total reclassifications, net of tax$(43) $225 $182 $(2) $(134) $(136)142 Table of ContentsNOTE 13 — NON-CONTROLLING INTERESTSVMware, Inc. — The non-controlling interests’ share of equity in VMware, Inc. is reflected as a component of the non-controlling interests in theaccompanying Consolidated Statements of Financial Position and was $3.8 billion and $5.2 billion as of February 1, 2019 and February 2, 2018,respectively. The decrease in non-controlling interest for VMware, Inc. was primarily due to the $2.1 billion cash dividend paid to public stockholders ofVMware, Inc. in connection with the Class V transaction described in Note 14 of Notes to the Consolidated Financial Statements. As of February 1, 2019 andFebruary 2, 2018, the Company held approximately 80.5% and 81.9%, respectively, of the outstanding equity interest in VMware, Inc. VMware, Inc.restricted stock awards (“RSAs”) were not included in the determination of these ownership interest percentages, as VMware, Inc. had no RSAs outstanding asof February 1, 2019 or February 2, 2018.Pivotal — On April 24, 2018, Pivotal completed a registered underwritten IPO of its Class A common stock. In conjunction with the IPO, all of Pivotal’spreferred equity shares were converted into shares of its common stock on a one-to-one basis, such that upon completion of its IPO, Pivotal’s outstandingcapital stock consisted solely of common stock. The non-controlling interests’ share of equity in Pivotal is reflected as a component of the non-controllinginterest in the accompanying Consolidated Statements of Financial Position and was $983 million and $489 million as of February 1, 2019 and February 2,2018, respectively. The increase in non-controlling interest for Pivotal is primarily due to the IPO completed during the three months ended May 4, 2018. Asof February 1, 2019 and February 2, 2018, the Company held approximately 62.8% and 77.1%, respectively, of the outstanding equity interest in Pivotal.Secureworks — The non-controlling interests’ share of equity in Secureworks is reflected as a component of the non-controlling interests in theaccompanying Consolidated Statements of Financial Position and was $87 million and $90 million as of February 1, 2019 and February 2, 2018,respectively. As of February 1, 2019 and February 2, 2018, the Company held approximately 87.4% and 87.1%, respectively, of the outstanding equityinterest in Secureworks, excluding RSAs. As of February 1, 2019 and February 2, 2018, the Company held approximately 86.4% and 86.3%, respectively, ofthe outstanding equity interest in Secureworks, including RSAs.The effect of changes in the Company’s ownership interest in VMware, Inc., Pivotal, and Secureworks on the Company’s equity was as follows: Fiscal Year Ended February 1, 2019 (in millions)Net loss attributable to Dell Technologies Inc.$(2,310)Transfers (to)/from the non-controlling interests: Increase in Dell Technologies Inc. additional paid-in-capital for equity issuances and other equity activity954Decrease in Dell Technologies Inc. additional paid-in-capital for equity issuances and other equity activity(820)Net transfers from non-controlling interests134Change from net loss attributable to Dell Technologies Inc. and transfers (to)/from the non-controlling interests$(2,176)143 Table of ContentsNOTE 14 — CAPITALIZATIONThe following table summarizes the Company’s authorized, issued, and outstanding common stock as of the dates indicated: Authorized Issued Outstanding (in millions)Common stock as of February 2, 2018Class A600 410 410Class B200 137 137Class C7,900 24 23Class D100 — —Class V343 223 199 9,143 794 769 Common stock as of February 1, 2019Class A600 410 410Class B200 137 137Class C7,900 174 172Class D100 — —Class V343 — — 9,143 721 719Under the Company’s certificate of incorporation as amended and restated upon the completion of the Class V transaction described below, the Company isprohibited from issuing any of the authorized shares of Class V Common Stock.Preferred StockThe Company is authorized to issue one million shares of preferred stock, par value $0.01 per share. As of February 1, 2019 and February 2, 2018, no sharesof preferred stock were issued or outstanding.Common StockDHI Group Common Stock and DHI Group — The Class A Common Stock, the Class B Common Stock, the Class C Common Stock, and the Class DCommon Stock are collectively referred to as the DHI Group Common Stock. The par value for all classes of DHI Group Common Stock is $0.01 per share.The Class A Common Stock, the Class B Common Stock, the Class C Common Stock, and the Class D Common Stock share equally in dividends declared oraccumulated and have equal participation rights in undistributed earnings. Prior to the completion of the Class V transaction, the DHI Group referred to thedirect and indirect interest of Dell Technologies in all of Dell Technologies’ business, assets, properties, liabilities, and preferred stock other than thoseattributable to the Class V Group, as well as the DHI Group’s retained interest in the Class V Group. Subsequent to the completion of the Class V transaction,the DHI Group refers to all classes of issued and outstanding DHI Group Common Stock.Class V Common Stock and Class V Group — The Class V Common Stock was a class of common stock intended to track the performance of a portion of DellTechnologies’ economic interest in the Class V Group. The Class V Group consisted solely of VMware, Inc. common stock held by the Company. As ofFebruary 1, 2019, no shares of Class V Common Stock remained outstanding.144 Table of ContentsVoting Rights — Each holder of record of: (a) Class A Common Stock is entitled to ten votes per share of Class A Common Stock; (b) Class B Common Stockis entitled to ten votes per share of Class B Common Stock; (c) Class C Common Stock is entitled to one vote per share of Class C Common Stock; and(d) Class D Common Stock is not entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder isentitled to one vote per share of Class D Common Stock).Class V TransactionOn December 28, 2018, the Company completed a transaction, referred to as the “Class V transaction,” pursuant to an Agreement and Plan of Merger (the“Merger Agreement”), dated as of July 1, 2018 and amended as of November 14, 2018, between Dell Technologies and Teton Merger Sub Inc. (“MergerSub”), a Delaware corporation and wholly-owned subsidiary of Dell Technologies. Pursuant to the Merger Agreement, Merger Sub was merged with and intoDell Technologies (the “Merger”), with Dell Technologies continuing as the surviving corporation.Dell Technologies completed the Class V transaction following approval of the transaction by its stockholders at a special meeting held on December 11,2018. Dell Technologies paid $14.0 billion in cash and issued 149,387,617 shares of its Class C Common Stock in connection with the Class V transaction.The non-cash consideration portion of the Class V transaction totaled $6.9 billion. The Class C Common Stock began trading on the NYSE on a when-issuedbasis as of the opening of trading on December 26, 2018 and on a regular-way basis as of the opening of trading on December 28, 2018. The Class VCommon Stock ceased trading on the NYSE prior to the opening of trading on December 28, 2018.The Class V Common Stock was a class of common stock intended to track the economic performance of a portion of the Company’s interest in the Class VGroup, which consisted solely of VMware, Inc. common stock held by the Company. As a result of the Class V transaction, pursuant to which all outstandingshares of Class V Common Stock ceased to be outstanding, the tracking stock feature of the Company’s capital structure was terminated. The Class CCommon Stock issued to former holders of the Class V Common Stock represents an interest in the Company’s entire business and, unlike the Class VCommon Stock, is not intended to track the performance of any distinct assets or business. The Company’s amended and restated certificate of incorporationthat went into effect as of the effective time of the Merger (the “Effective Time”) prohibits the Company from issuing shares of Class V Common Stock.At the Effective Time, each outstanding share of Class V Common Stock was exchanged for either (a) $120.00 in cash, without interest, subject to a cap of$14.0 billion on the aggregate cash consideration, or (b) 1.8066 shares of Class C Common Stock. The exchange ratio was calculated based on the aggregateamount of cash elections, as well as the aggregate volume-weighted average price per share of Class V Common Stock on the NYSE (as reported onBloomberg) of $104.8700 for the period of 17 consecutive trading days that began on November 28, 2018 and ended on December 21, 2018.The aggregate cash consideration and the fees and expenses incurred in connection with the Class V transaction were funded with proceeds of $3.67 billionfrom new term loans under the Company’s senior secured credit facilities, proceeds of a margin loan financing in an aggregate principal amount of $1.35billion, proceeds of the Company’s pro-rata portion, in the amount of $8.87 billion, of a special $11 billion cash dividend paid by VMware, Inc. inconnection with the Class V transaction, and cash on hand at Dell Technologies and its subsidiaries. See Note 6 of the Notes to the Consolidated FinancialStatements for information about the debt incurred by the Company to finance the Class V transaction.The Merger and the Class V transaction have been accounted for as a hybrid liability and equity transaction involving the repurchase of outstandingcommon stock, with the consideration consisting of a variable combination of cash and shares. Upon settlement, the accounting for the Class V transactionreflected that the outstanding Class V Common Stock was canceled and exchanged for shares of Class C Common Stock or $120.00 per share in cash orcombination of cash and shares, depending on each holder’s election and subject to proration of the cash elections. The variable nature of the cash obligationto repurchase the shares of Class V Common Stock required the Company to settle a portion of the shares in exchange for cash and therefore was accountedfor as a financial instrument with an immaterial mark-to-market adjustment for the change in fair value from the date of the stockholder meeting at which theCompany’s stockholders voted to approve the Class V transaction to the election deadline by which holders of Class V Common Stock elected the form ofconsideration for which they exchanged their shares.For additional information about the Class V transaction, see “Part I — Item 1 — Business” included in this the Company’s annual report on Form 10-K forthe fiscal year ended February 1, 2019.145 Table of ContentsRepurchases of Common Stock and Treasury StockClass V Common Stock Repurchases by Dell Technologies Inc.Since the date of the EMC merger transaction, the Company has authorized several programs to repurchase shares of its Class V Common Stock. As ofFebruary 1, 2019, no amounts of the $2.1 billion total authorized repurchases under the various programs remained available. The DHI Group Repurchaseprogram described below was suspended as of December 13, 2016 and the $676 million remaining repurchases authorized expired 2 years after theauthorization date. All $1.1 billion authorized under various Class V Group Repurchase Programs described below were fully utilized as of the fiscal yearended February 2, 2018. The Company repurchased no shares of Class V Common Stock under repurchase programs during the fiscal year ended February 1,2019.On September 7, 2016, the board of directors of the Company approved a stock repurchase program (the “DHI Group Repurchase Program”) under which theCompany was authorized to use assets of the DHI Group to repurchase up to $1.0 billion shares of Class V Common Stock over a period of two years. Duringthe fiscal year ended February 3, 2017, the Company repurchased 7 million shares of Class V Common Stock for $324 million using cash of the DHI Group.On December 13, 2016, the board of directors approved the suspension of the DHI Group Repurchase Program until such time as the board of directorsauthorizes the reinstatement of that program. Shares repurchased under the DHI Group Repurchase Program were held as treasury stock at cost until thecompletion of the Class V transaction, at which time all shares of Class V Common Stock held in treasury were retired. As cash of the DHI Group was used forClass V Common Stock repurchases under the DHI Group Repurchase Program, these repurchased shares were attributed to the DHI Group for the purposes ofdetermining the DHI Group’s retained interest in the Class V Group. As a result, the number of retained interest shares of the DHI Group, which, together withthe number of shares of Class V Common Stock outstanding, were used to calculate such retained interest, increased on a one-for-one basis for each share ofClass V Common Stock repurchased under the program.On March 27, 2017 and August 18, 2017, the board of directors approved two amendments of the Class V Group Repurchase Program (the “March 2017 ClassV Group Repurchase Program” and the “August 2017 Class V Group Repurchase Program,” respectively) which, when combined, authorized the Company touse assets of the Class V Group to repurchase up to an additional $600 million of Class V Common Stock over additional six month periods from therespective board approval dates. On May 9, 2017, the Company completed the March 2017 Class V Group Repurchase Program, pursuant to which itrepurchased 4.6 million shares of Class V Common Stock for $300 million. On October 31, 2017, the Company completed the August 2017 Class V GroupRepurchase Program, pursuant to which it repurchased 3.8 million shares of Class V Common Stock for $300 million. The repurchase of shares pursuant tothe Class V Group repurchase programs was funded from proceeds received by the Class V Group from the sale by a subsidiary of the Company of shares ofClass A common stock of VMware, Inc. owned by such subsidiary, as described below under “Class A Common Stock Repurchases by VMware, Inc.” Sharerepurchases made by VMware, Inc. of its Class A common stock from a subsidiary of the Company did not affect the determination of the respective interestsof the Class V Common Stock and the DHI Group in the Class V Group. Shares repurchased under the V Group Repurchase Program were held as treasurystock at cost until the retirement of such shares upon the completion of the Class V transaction.See Exhibit 99.1 filed with the Company’s annual report on Form 10-K for the fiscal year ended February 1, 2019 for more information regarding UnauditedAttributed Financial Information for the Class V Group.146 Table of ContentsThe following table presents the repurchase activity with respect to the Class V Common Stock through the completion of the Class V transaction and theattribution of the Class V Group between the Class V Common Stock and the DHI Group’s retained interest as of the dates indicated: Class V Common Stock DHI Group Retained Interest Shares of Class VCommon Stock Interest in Class VGroup Retained Interest Shares Interest in Class VGroup (in millions, except percentages)As of September 7, 2016223 65% 120 35%DHI Group Repurchase Program(7) 7 Class V Group Repurchase Program(7) — As of February 3, 2017209 62% 127 38%Class V Group Repurchase Program(10) — As of February 2, 2018199 61% 127 39%Repurchases of Class V Common Stock(199) (127) As of December 28, 2018— —% — —%As a result of the Class V transaction, pursuant to which all 199,356,591 outstanding shares of Class V Common Stock ceased to be outstanding, the trackingstock feature of the Company’s capital structure was terminated.DHI Group Common Stock RepurchasesDuring the fiscal year ended February 1, 2019, the Company repurchased approximately one million shares of DHI Group Common Stock for approximately$47 million. During the fiscal years ended February 2, 2018 and February 3, 2017, the Company repurchased an immaterial number of shares of DHI GroupCommon Stock for approximately $6 million and $10 million, respectively.All shares of DHI Group Common Stock repurchased by the Company are held as treasury stock at cost.VMware, Inc. Class A Common Stock Repurchases by VMware, Inc.Since the date of the EMC merger transaction, VMware, Inc.’s board of directors has authorized the repurchase of a total of $2.2 billion of VMware, Inc.’sClass A common stock, of which $834 million remained available as of February 1, 2019. VMware, Inc. repurchased 0.3 million shares of its Class A commonstock in the open market for approximately $42 million during the fiscal year ended February 1, 2019.On December 15, 2016, the Company entered into a stock purchase agreement with VMware, Inc. (the “December 2016 Stock Purchase Agreement”),pursuant to which VMware, Inc. agreed to repurchase for cash $500 million of shares of VMware, Inc. Class A common stock from a subsidiary of theCompany. During the fiscal year ended February 2, 2018, VMware, Inc. repurchased 1.4 million shares for $125 million pursuant to and in completion of theDecember 2016 Stock Purchase Agreement. VMware, Inc. repurchased a total of 6.2 million shares under this agreement, including shares repurchased duringthe fiscal year ended February 3, 2017. The Company applied the proceeds from the sale to the repurchase of shares of its Class V Common Stock under theClass V Group Repurchase Program described above.In January 2017 and August 2017, VMware, Inc.’s board of directors authorized the repurchase of up to $2.2 billion of shares of VMware, Inc. Class Acommon stock (the “January 2017 Authorization” for up to $1.2 billion through the end of Fiscal 2018, and the “August 2017 Authorization” for up to $1.0billion through August 31, 2018). In July 2018, VMware, Inc.’s board of directors extended the August 2017 Authorization through August 31, 2019.147 Table of ContentsOn March 29, 2017 and August 23, 2017, the Company entered into two new stock purchase agreements with VMware, Inc. (the “March 2017 Stock PurchaseAgreement” and the “August 2017 Stock Purchase Agreement,” respectively), pursuant to which VMware, Inc. agreed to repurchase for cash a total of $600million of VMware, Inc. Class A common stock from a subsidiary of the Company. VMware, Inc. repurchased approximately 6.1 million shares of Class Acommon stock, consisting of 3.4 million shares pursuant to the March 2017 Stock Purchase Agreement and 2.7 million shares pursuant to the August 2017Stock Purchase Agreement. The proceeds from the sales were applied by the Company to the repurchase of shares of the Class V Common Stock under theMarch 2017 and August 2017 Class V Group Repurchase Programs described above. As of November 3, 2017, the sale transactions under the March 2017and August 2017 Stock Purchase Agreements were completed. The purchase prices of the 3.4 million shares and 2.7 million shares repurchased by VMware,Inc. were each based on separate volume-weighted average per share prices of the Class A common stock as reported on the New York Stock Exchange duringseparate specified reference periods, less a discount of 3.5% from the respective volume-weighted average per share price. During the fiscal year endedFebruary 2, 2018, VMware, Inc. repurchased 6.4 million shares of its Class A common stock in the open market for $724 million. During the period fromSeptember 7, 2016 through February 3, 2017, VMware, Inc. repurchased 8.3 million shares of its Class A common stock in the open market for $611 million.All shares repurchased under VMware, Inc.’s stock repurchase programs are retired.148 Table of ContentsNOTE 15 — EARNINGS (LOSS) PER SHAREBasic earnings (loss) per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net income(loss) by the weighted-average shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by theweighted-average number of common shares used in the basic earnings (loss) per share calculation plus the number of common shares that would be issuedassuming exercise or conversion of all potentially dilutive instruments. The Company excludes equity instruments from the calculation of diluted earnings(loss) per share if the effect of including such instruments is antidilutive.Until the completion on December 28, 2018 of the Class V transaction described in Note 14 of the Notes to the Consolidated Financial Statements, theCompany had two groups of common stock, denoted as the DHI Group Common Stock and the Class V Common Stock.The Class V Common Stock was a class of common stock intended to track the economic performance of 61% of the Company’s interest in the Class VGroup, which consisted solely of VMware, Inc. common stock held by the Company, as of February 2, 2018 and as of immediately before the completion ofthe Class V transaction. Upon the completion of the Class V transaction, all outstanding shares of Class V Common Stock ceased to be outstanding, and thetracking stock structure was terminated. The Class C Common Stock issued to former holders of the Class V Common Stock in the Class V transactionrepresents an interest in the Company’s entire business and, unlike the Class V Common Stock, is not intended to track the performance of any distinct assetsor business.The DHI Group Common Stock consists of four classes of common stock, including the Class A Common Stock, the Class B Common Stock, the Class CCommon Stock, and the Class D Common Stock. Prior to the completion of the Class V transaction, the DHI Group referred to the direct and indirect interestof Dell Technologies in all of Dell Technologies’ business, assets, properties, liabilities, and preferred stock other than those attributable to the Class VGroup, as well as the DHI Group’s retained interest in the Class V Group. Subsequent to the completion of the Class V transaction, the DHI Group refers to allclasses of issued and outstanding DHI Group Common Stock.See Note 14 of the Notes to the Consolidated Financial Statements and Exhibit 99.1 filed with the Company’s annual report on Form 10-K for the fiscal yearended February 1, 2019.For purposes of calculating earnings (loss) per share, the Company used the two-class method. As all classes of DHI Group Common Stock share the samerights in dividends, basic and diluted earnings (loss) per share are the same for each class of DHI Group Common Stock.The following table sets forth basic and diluted earnings (loss) per share for each of the periods presented: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017Earnings (loss) per share attributable to Dell Technologies Inc. - basic: Continuing operations - Class V Common Stock - basic$6.01 $1.63 $1.36Continuing operations - DHI Group - basic$(6.02) $(5.61) $(7.19)Discontinued operations - DHI Group - basic$— $— $4.08 Earnings (loss) per share attributable to Dell Technologies Inc. - diluted: Continuing operations - Class V Common Stock - diluted$5.91 $1.61 $1.35Continuing operations - DHI Group - diluted$(6.04) $(5.62) $(7.19)Discontinued operations - DHI Group - diluted$— $— $4.08149 Table of ContentsThe following table sets forth the computation of basic and diluted earnings (loss) per share for each of the periods presented: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Numerator: Continuing operations - Class V Common Stock Net income from continuing operations attributable to Class V Common Stock - basic (a)$1,195 $331 $296Incremental dilution from VMware, Inc. attributable to Class V Common Stock (b)(18) (5) (3)Net income from continuing operations attributable to Class V Common Stock - diluted$1,177 $326 $293 Numerator: Continuing operations - DHI Group Net loss from continuing operations attributable to DHI Group - basic$(3,505) $(3,180) $(3,379)Incremental dilution from VMware, Inc. attributable to DHI Group (b)(13) (4) (2)Net loss from continuing operations attributable to DHI Group - diluted$(3,518) $(3,184) $(3,381) Numerator: Discontinued operations - DHI Group Income from discontinued operations, net of income taxes - basic and diluted$— $— $1,916 Denominator: Class V Common Stock weighted-average shares outstanding Weighted-average shares outstanding - basic (c)199 203 217Dilutive effect of options, restricted stock units, restricted stock, and other (d)— — —Weighted-average shares outstanding - diluted199 203 217Weighted-average shares outstanding - antidilutive (d)— — — Denominator: DHI Group weighted-average shares outstanding Weighted-average shares outstanding - basic (e)582 567 470Dilutive effect of options, restricted stock units, restricted stock, and other— — —Weighted-average shares outstanding - diluted582 567 470Weighted-average shares outstanding - antidilutive (f)44 35 31____________________(a)For the fiscal year ended February 1, 2019, net income attributable to the Class V Common Stock - basic represents net income attributable to the Class VGroup for the period ended December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.(b)The incremental dilution from VMware, Inc. represents the impact of VMware, Inc.’s dilutive securities on the diluted earnings (loss) per share of the DHIGroup and the Class V Common Stock, respectively, and is calculated by multiplying the difference between VMware, Inc.’s basic and diluted earnings(loss) per share by the number of shares of VMware, Inc. common stock held by the Company.(c)For the fiscal year ended February 1, 2019, the Class V Common Stock weighted-average shares outstanding - basic represents the weighted-average forthe period ended December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.(d)The dilutive effect of Class V Common Stock-based incentive awards was not material to the calculation of the weighted-average Class V CommonStock shares outstanding. The antidilutive effect of these awards was also not material.(e)For the fiscal year ended February 1, 2019, the DHI Group weighted-average shares outstanding - basic represents the weighted-average shares over thetwelve month period, with the Class C shares appropriately weighted for the number of days outstanding before and after the completion of the Class Vtransaction.150 Table of Contents(f)Stock-based incentive awards have been excluded from the calculation of the DHI Group’s diluted loss per share because their effect would have beenantidilutive, as the Company had a net loss from continuing operations attributable to the DHI Group for the periods presented.The following table presents a reconciliation to the consolidated net loss attributable to Dell Technologies Inc.: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Net income from continuing operations attributable to Class V CommonStock$1,195 $331 $296Net loss from continuing operations attributable to DHI Group(3,505) (3,180) (3,379)Net loss from continuing operations attributable to Dell TechnologiesInc.(2,310) (2,849) (3,083)Income from discontinued operations, net of income taxes (Note 1)— — 1,916Net loss attributable to Dell Technologies Inc.$(2,310) $(2,849) $(1,167)151 Table of ContentsNOTE 16 — STOCK-BASED COMPENSATIONStock-Based Compensation ExpenseStock-based compensation expense for the Company was recognized in the Consolidated Statements of Income (Loss) as follows for the respective periods: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Stock-based compensation expense (a) (b): Cost of net revenue$76 $66 $35Operating expenses842 769 363Stock-based compensation expense before taxes918 835 398Income tax benefit(260) (268) (122)Stock-based compensation expense, net of income taxes$658 $567 $276____________________(a)As a result of the EMC merger transaction, stock-based compensation expense before taxes for the fiscal years ended February 1, 2019 and February 2,2018 includes $731 million and $683 million related to VMware, Inc. plans discussed below. Stock-based compensation expense before taxes for thefiscal year ended February 3, 2017 includes $279 million related to VMware, Inc. plans for the period from September 7, 2016 through February 3, 2017.(b)Stock-based compensation expense before taxes for the fiscal year ended February 3, 2017 does not include $807 million of post-merger stock-basedcompensation expense and related taxes resulting from the EMC merger transaction. See Note 8 of the Notes to the Consolidated Financial Statementsfor more information on the EMC merger transaction.Dell Technologies Inc. Stock-Based Compensation PlansDell Technologies Inc. 2013 Stock Incentive Plan — On September 7, 2016, at the effective time of the EMC merger transaction, the Denali Holding Inc.2013 Stock Incentive Plan (the “2013 Plan”) was amended and restated as the Dell Technologies Inc. 2013 Stock Incentive Plan (the “Restated Plan”).Employees, consultants, non-employee directors, and other service providers of the Company or its affiliates are eligible to participate in the Restated Plan.The Restated Plan authorized the issuance of an aggregate of 75 million shares of the Company’s Class C Common Stock and 500,000 shares of theCompany’s Class V Common Stock, of which 61 million shares of Class C Common Stock were previously reserved for issuance under the 2013 Plan. TheRestated Plan authorizes the Company to grant stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), RSAs, and dividendequivalents.Upon the completion of the Class V transaction on December 28, 2018, the Restated Plan was amended to remove allowance for employee awards to besettled in Class V Common Stock and reflected an increase in the total authorized shares of Class C Common Stock issued under the plan to 75.5 millionshares from 75 million shares upon the conversion of 500,000 shares of Class V Common Stock previously authorized under the plan into the same number ofshares of Class C Common Stock. In connection with the Class V transaction, an immaterial number of Class V Common Stock awards issued to theCompany’s independent directors were converted into an immaterial number of Class C Common Stock awards, which are reflected in the underlying stockoption and restricted stock data as outstanding. See Note 14 of the Notes to the Consolidated Financial Statements for additional information on the Class Vtransaction.As of February 1, 2019, there were 32 million shares of Class C Common Stock available for future grants under the Restated Plan.152 Table of ContentsStock Option Agreements — Stock options granted under the Restated Plan include service-based awards and performance-based awards. A majority of theservice-based stock options vest pro-rata at each option anniversary date over a five-year period. Performance-based stock options, with a market condition,become exercisable upon achievement of return on equity (“ROE”) metrics up to the seven-year anniversary of the going-private transaction date, dependingupon the achievement of the market condition. Both service-based and performance-based stock options are granted with option exercise prices equal to thefair market value of the Company’s common stock, as determined by the Company’s board of directors or authorized committee. Generally, shares of commonstock issued under both service-based and performance-based awards are subject to liquidity events, such as an initial public offering, change in control, andputs resulting upon the occurrence of specified events. A majority of the stock options expire ten years after the date of grant.Stock Option Activity — The following table summarizes stock option activity settled in DHI Group Common Stock during the periods presented: Number of Options Weighted-AverageExercise Price Weighted-AverageRemaining ContractualTerm Aggregate IntrinsicValue (a) (in millions) (per share) (in years) (in millions)Options outstanding as of January 29, 201654 $14.30 Granted2 27.09 Exercised(1) 14.12 Forfeited(7) 15.51 Canceled/expired— — Options outstanding as of February 3, 201748 14.75 Granted— — Exercised(4) 14.62 Forfeited(2) 13.75 Canceled/expired— — Options outstanding as of February 2, 201842 14.80 Granted— — Exercised— — Forfeited— — Canceled/expired— — Options outstanding as of February 1, 2019 (b)42 $14.76 4.8 $1,453Exercisable as of February 1, 201941 $14.64 4.8 $1,435Vested and expected to vest (net of estimated forfeitures)as of February 1, 201942 $14.75 4.8 $1,452____________________(a)The aggregate intrinsic values represent the total pre-tax intrinsic values based on the closing price of $49.65 of the Company’s Class C Common Stockas of February 1, 2019 that would have been received by the option holders had all in-the-money options been exercised as of that date.(b)Stock option activity during the period was immaterial. The ending weighted-average exercise price was calculated based on underlying optionsoutstanding as of February 1, 2019. Of the 42 million stock options outstanding on February 1, 2019, 19 million related to performance-based awardsand 23 million related to service-based awards.153 Table of ContentsThe total fair value of options vested was $150 million, $45 million, and $50 million for the fiscal years ended February 1, 2019, February 2, 2018, andFebruary 3, 2017, respectively. The $150 million of the total fair value of options vested for the fiscal year ended February 1, 2019 was primarily attributableto full vesting of 19 million performance-based awards upon achievement of a prescribed ROE measurement that was approved by the Company’s board ofdirectors in connection with the Class V transaction. The pre-tax intrinsic value of the options exercised was $18 million, $62 million, and $18 million forthe fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, respectively. As of February 1, 2019, there was $4 million of totalunrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted-average period of 1.6 years.The tax benefit realized from the exercise of stock options was $5 million, $21 million, and $6 million for the fiscal years ended February 1, 2019,February 2, 2018, and February 3, 2017, respectively.In connection with the EMC merger transaction and in accordance with the merger agreement, certain executives holding unvested restricted stock units ofEMC (“EMC RSUs”) were given the opportunity to elect to exchange each unvested EMC RSU held by such executives that would otherwise have vested inthe ordinary course on or after January 1, 2017 for (a) a deferred cash award having a cash value equal to the closing price of a share of EMC common stockon the last trading day before the closing date of the EMC merger transaction, or $29.05, and (b) an option (“rollover option”) to purchase a share of Class CCommon Stock of Dell Technologies (the “rollover opportunity”). The rollover options have a three-year term and a per share exercise price equal to the fairmarket value of a share of Class C Common Stock on the date of grant, or $27.50, and, to the extent vested, may be exercised using a cashless exercisemethod for both the exercise price and the applicable minimum required tax withholding (subject to certain limitations). Each deferred cash award will vest,and each rollover option will vest and thereby become exercisable, on the same schedule as the EMC RSU for which they were exchanged (with anyperformance-vesting condition deemed satisfied at the target level of performance upon the closing of the EMC merger transaction). Pursuant to the rolloveropportunity, options to purchase 1.8 million shares of Class C Common Stock were issued and have been included within the stock option activity tableabove as granted options.Valuation of Service-Based Stock Option Awards — For service-based stock options granted under the 2013 Plan and the Restated Plan, the Companyutilized the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes option pricing modelincorporates various assumptions, including leveraged adjusted volatility of a public peer group, expected term, risk-free interest rates, and dividend yields.The weighted assumptions utilized for valuation of options under this model as well as the weighted-average grant date fair value of stock options grantedduring the respective periods are presented below.The expected term is based on historical experience and on the terms and conditions of the stock awards granted to employees. For the periods presented,option valuations used leverage-adjusted volatility of a peer group, and the expected term was based on analysis of the Company’s historical optionsettlement experience and on the terms and conditions of the stock awards granted.The assumptions utilized in this model as well as the weighted-average grant date fair value of stock options granted in DHI Group Common Stock arepresented below. The Company granted an immaterial number of service-based stock options during the fiscal years ended February 1, 2019 and February 2,2018. Fiscal Year Ended February 3, 2017Weighted-average grant date fair value of stock options granted per option$10.36Expected term (in years)3.4Risk-free rate (U.S. Government Treasury Note)0.9%Expected volatility51%Expected dividend yield—%154 Table of ContentsValuation of Performance-Based Stock Option Awards — For performance-based stock options granted under the 2013 Plan and the Restated Plan, theCompany utilized the Monte Carlo valuation model to simulate probabilities of achievement of the market condition to determine the grant date fair value.The valuation model for performance-based option grants during the fiscal year ended February 3, 2017 used a weighted-average leverage adjusted five yearspeer volatility and corresponding risk free interest rate. Upon fulfillment of a ROE condition, a specific portion of the performance options becomeexercisable. An embedded binomial lattice option pricing model was used to determine the value of these exercisable options using the assumption that eachoption will be exercised at the midpoint between the date of satisfaction of a ROE condition and the expiration date of such option.The assumptions utilized in this model as well as the weighted-average grant date fair value of stock options granted are presented below. There were noperformance-based stock options granted during the fiscal years ended February 1, 2019 and February 2, 2018. Fiscal Year Ended February 3, 2017Weighted-average grant date fair value of stock options granted per option$8.83Expected term (in years)—Risk-free rate (U.S. Government Treasury Note)1.7%Expected volatility44%Expected dividend yield—%Restricted Stock — The Company’s restricted stock primarily consists of RSU awards granted to employees. RSUs are valued based on the Company’s ClassC Common Stock price on the date of grant. The shares underlying the RSU awards are not issued until the RSU vests. Upon vesting, each RSU converts intoone share of DHI Group Common Stock.The Company’s restricted stock also includes performance stock unit (“PSU”) awards, which have been granted to certain members of the Company’s seniorleadership team. The PSU awards include performance conditions and, in certain cases, a time-based vesting component. For PSU awards granted under theRestated Plan, the Company utilized the Monte Carlo valuation model to simulate the probabilities of achievement of the market condition to determine thegrant date fair value. The vesting and payout of the PSU awards depends upon the return on equity achieved on various measurement dates or liquidityevents.155 Table of ContentsThe following table summarizes restricted stock and restricted stock units activity settled in DHI Group Common Stock during the periods presented: Number of Units Weighted-Average Grant DateFair Value (in millions) (per unit)Outstanding, January 29, 2016— $—Granted11 19.66Vested— —Forfeited(1) 19.63Outstanding, February 3, 201710 $19.63Granted1 23.04Vested(1) 27.59Forfeited(3) 19.13Outstanding, February 2, 20187 $18.73Granted (a)— —Vested(1) 28.03Forfeited(1) 17.88Outstanding, February 1, 2019 (b)5 $18.90____________________(a)The Company granted an immaterial number of restricted stock awards during the fiscal year ended February 1, 2019.(b)As of February 1, 2019, the 5 million units outstanding included 1 million RSUs and 4 million PSUs.As of February 1, 2019, restricted stock that is expected to vest was as follows: Number of Units Weighted-AverageRemaining ContractualTerm Aggregate IntrinsicValue (a) (in millions) (in years) (in millions)Expected to vest, February 1, 20195 2.3 $224____________________(a)The aggregate intrinsic value represents the total pre-tax intrinsic values based on the closing price of $49.65 of the Company’s Class C Common Stockas of February 1, 2019 that would have been received by the RSU holders had the RSUs been issued as of February 1, 2019.The total fair value of restricted stock that vested during the fiscal years ended February 1, 2019 and February 2, 2018 was $24 million and $37 million,respectively, and the pre-tax intrinsic value was $63 million and $44 million, respectively. As of February 1, 2019, 5 million shares of restricted stock wereoutstanding, with an aggregate intrinsic value of $238 million.As of February 1, 2019, there was $33 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to these awardsexpected to be recognized over a weighted-average period of approximately 1.2 years.Dell Technologies Shares Withheld for Taxes — Under certain situations, shares are withheld from issuance to cover employee taxes for both the vesting ofrestricted stock units and the exercise of stock options. For the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, 0.4 million, 1.0million, and 0.2 million shares, respectively, were withheld to cover $28 million, $35 million, and $6 million, respectively, of employees’ tax obligations.156 Table of ContentsVMware, Inc. Stock-Based Compensation PlansVMware, Inc. 2007 Equity and Incentive Plan — In June 2007, VMware, Inc. adopted its 2007 Equity and Incentive Plan (the “2007 Plan”). As of February 1,2019, the number of authorized shares of VMware, Inc. Class A common stock under the 2007 Plan was 126 million. The number of shares underlyingoutstanding equity awards that VMware, Inc. assumes in the course of business acquisitions are also added to the 2007 Plan reserve on an as-converted basis.VMware, Inc. has assumed 7 million shares, which accordingly have been added to the authorized shares under the 2007 Plan reserve.Awards under the 2007 Plan may be in the form of stock-based awards such as RSUs or stock options. VMware, Inc.’s Compensation and CorporateGovernance Committee determines the vesting schedule for all equity awards. Generally, restricted stock grants made under the 2007 Plan have a three-yearto four-year period over which they vest and vest 25% the first year and semiannually thereafter. The value of RSU grants is based on VMware, Inc.’s stockprice on the date of grant. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share ofVMware, Inc. Class A common stock. VMware, Inc.’s restricted stock also includes PSU awards which have been granted to certain VMware, Inc. executivesand employees. The PSU awards include performance conditions and, in certain cases, a time-based or market-based vesting component. Upon vesting, eachPSU award will convert into VMware, Inc.’s Class A common stock at various ratios ranging from 0.5 to 2.0 shares per PSU, depending upon the degree ofachievement of the performance or market based target designated by each award. If minimum performance thresholds are not achieved, then no shares will beissued.The per share exercise price for a stock option awarded under the 2007 Plan will not be less than 100% of the per share fair market value of VMware, Inc.Class A common stock on the date of grant. Most options granted under the 2007 Plan vest 25% after the first year and monthly thereafter over thefollowing three years and expire between six and seven years from the date of grant. VMware, Inc. utilizes authorized and unissued shares to satisfy all sharesissued under the 2007 Plan. As of February 1, 2019, there was an aggregate of approximately 12 million shares of common stock available for issuancepursuant to future grants under the 2007 Plan.VMware, Inc. Employee Stock Purchase Plan — In June 2007, VMware, Inc. adopted its 2007 Employee Stock Purchase Plan (the “ESPP”), which is intendedto be qualified under Section 423 of the Internal Revenue Code. As of February 1, 2019, the number of authorized shares under the ESPP was approximately23 million. Under the ESPP, eligible VMware, Inc. employees are granted options to purchase shares at the lower of 85% of the fair market value of the stockat the time of grant or 85% of the fair market value at the time of exercise.The option period is generally twelve months and includes two embedded six-month option periods. Options are exercised at the end of each embeddedoption period. If the fair market value of the stock is lower on the first day of the second embedded option period than it was at the time of grant, then thetwelve-month option period expires and each enrolled participant is granted a new twelve-month option. As of February 1, 2019, approximately 7 millionshares of VMware, Inc. Class A common stock were available for issuance under the ESPP.The following table summarizes ESPP activity for the periods presented: Fiscal Year Ended For the Period September 7, 2016 throughFebruary 3, 2017 February 1, 2019 February 2, 2018 (in millions, except per share amounts)Cash proceeds$161 $65 $60Class A common shares purchased1.9 0.9 1.5Weighted-average price per share$84.95 $72.40 $40.65As of February 1, 2019, $79 million of ESPP withholdings were recorded as a liability in accrued and other on the Consolidated Statements of FinancialPosition for the purchase that occurred on February 28, 2019. Total unrecognized stock-based compensation expense as of February 1, 2019 for the ESPP was$11 million.157 Table of ContentsVMware, Inc. 2007 Equity and Incentive Plan Stock Options — The following table summarizes stock option activity for VMware, Inc. employees inVMware, Inc. stock options: Number of Options Weighted-AverageExercise Price Weighted-AverageRemaining ContractualTerm Aggregate IntrinsicValue (a) (in millions) (per share) (in years) (in millions)Options outstanding as of September 7, 20162 $65.01 Granted— — Exercised— — Forfeited— — Canceled/expired— — Options outstanding as of February 3, 2017 (b)2 69.38 Granted1 13.79 Exercised(1) 53.50 Forfeited— — Canceled/expired— — Options outstanding as of February 2, 20182 54.63 Granted1 16.07 Adjustment for special cash dividend (c)— — Exercised(1) 46.73 Forfeited— — Canceled/expired— — Options outstanding as of February 1, 2019 (c)2 $36.50 5.6 $224Exercisable as of February 1, 20191 $55.49 3.2 $103Vested and expected to vest (net of estimatedforfeitures) as of February 1, 20192 $36.50 5.6 $224____________________(a)The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware, Inc.’s closing stock price of $150.51 as of February 1, 2019that would have been received by the option holders had all in-the-money options been exercised as of that date.(b)Stock option activity during the period was immaterial. The ending weighted-average exercise price was calculated based on underlying optionsoutstanding as of February 3, 2017.(c)The number of options and weighted-average exercise price of options outstanding as of February 1, 2019 reflect the non-cash adjustments to the optionsas a result of the special cash dividend.The above table includes stock options granted in conjunction with unvested stock options assumed in business combinations. As a result, the weighted-average exercise price per share may vary from the VMware, Inc. stock price at time of grant. The total fair value of VMware, Inc. stock options that vestedduring the fiscal years ended February 1, 2019 and February 2, 2018 and for the period from September 7, 2016 through February 3, 2017 was $35 million,$32 million, and $13 million, respectively. The pre-tax intrinsic value of the options exercised during the fiscal years ended February 1, 2019 and February 2,2018 and for the period from September 7, 2016 through February 3, 2017 was $56 million, $62 million, and $13 million, respectively.The tax benefit realized from the exercise of stock options was $13 million, $21 million, and $4 million for the fiscal years ended February 1, 2019 andFebruary 2, 2018 and for the period from September 7, 2016 through February 3, 2017, respectively. As of February 1, 2019, there was $89 million of totalunrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted-average period of approximately one year.158 Table of ContentsFair Value of VMware, Inc. Options — The fair value of each option to acquire VMware, Inc. Class A common stock granted is estimated on the date of grantusing the Black-Scholes option-pricing model. The assumptions utilized in this model, as well as the weighted-average assumptions, are presented below.There were no stock options granted under the 2007 Plan during the period from September 7, 2016 through February 3, 2017. Fiscal Year Ended February 1, 2019 February 2, 2018VMware, Inc. 2007 Equity and Incentive Plan Weighted-average grant date fair value of stock options granted per option$143.01 $83.62Expected term (in years)3.2 3.3Risk-free rate (U.S. Government Treasury Note)2.9% 1.7%Expected volatility32% 29%Expected dividend yield—% —% Fiscal Year Ended September 7, 2016through February 1, 2019 February 2, 2018 February 3, 2017VMware, Inc. Employee Stock Purchase Plan Weighted-average grant date fair value of stock options granted peroption$34.72 $21.93 $13.57Expected term (in years)0.8 0.9 0.8Risk-free rate (U.S. Government Treasury Note)2.0% 1.2% 0.5%Expected volatility33% 23% 38%Expected dividend yield—% —% —%The weighted-average grant date fair value of VMware, Inc. stock options can fluctuate from period to period primarily due to higher valued options assumedthrough business combinations with exercise prices lower than the fair market value of VMware, Inc.’s stock on the date of grant.For equity awards granted, volatility is based on an analysis of historical stock prices and implied volatilities of VMware, Inc.’s Class A common stock. Theexpected term is based on historical exercise patterns and post-vesting termination behavior, the term of the option period for grants made under the ESPP, orthe weighted-average remaining term for options assumed in acquisitions. VMware, Inc.’s expected dividend yield input was zero as it has not historicallypaid cash dividends on its common stock, other than the special cash dividend paid in connection with the Class V transaction described in Note 14 of theNotes to the Consolidated Financial Statements and below, and does not expect to in the future. The risk-free interest rate is based on a U.S. Treasuryinstrument whose term is consistent with the expected term of the stock options.On July 1, 2018, VMware, Inc.’s board of directors declared a $11 billion special cash dividend, paid pro-rata to VMware, Inc. stockholders on December 28,2018 in the amount of $26.81 per outstanding share of VMware, Inc. common stock.VMware, Inc. stock awards that were outstanding at the time of the special cash dividend were adjusted pursuant to anti-dilution provisions in VMware, Inc.equity incentive plan documents that provide for equitable adjustments to be determined by VMware’s Compensation and Corporate Governance Committeein the event of an extraordinary cash dividend. The adjustments to awards included increasing the number of outstanding restricted stock units and stockoptions, as well as reducing the exercise prices of outstanding stock options. The adjustments did not result in incremental stock-based compensationexpense as the anti-dilutive adjustments were required by VMware, Inc.’s equity incentive plan.159 Table of ContentsVMware, Inc. Restricted Stock — The following table summarizes VMware, Inc.’s restricted stock activity since September 7, 2016: Number of Units Weighted-Average Grant DateFair Value (in millions) (per unit)Outstanding, September 7, 201622 $67.01Granted2 79.81Vested(3) 72.94Forfeited(1) 69.19Outstanding, February 3, 201720 $67.41Granted8 93.84Vested(9) 67.89Forfeited(2) 72.68Outstanding, February 2, 201817 $78.62Granted7 146.61Adjustment for special cash dividend3 NAVested(7) 75.45Forfeited(2) 86.90Outstanding, February 1, 2019 (a)18 $90.06____________________(a)As of February 1, 2019, the 18 million units outstanding included 17 million RSUs and 1 million PSUs. The above table includes RSUs issued foroutstanding unvested RSUs in connection with business combinations. The weighted-average grant date fair value of outstanding RSU awards as ofFebruary 1, 2019 reflects the non-cash adjustments to the awards as a result of the special cash dividend.As of February 1, 2019, restricted stock that is expected to vest was as follows: Number of Units Weighted-AverageRemaining ContractualTerm Aggregate IntrinsicValue (a) (in millions) (in years) (in millions)Expected to vest, February 1, 201916 2.3 $2,438____________________(a)The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware, Inc.’s closing stock price of $150.51 as of February 1, 2019that would have been received by the RSU holders had the RSUs been issued as of February 1, 2019.The total fair value of VMware, Inc. restricted stock awards that vested during the fiscal years ended February 1, 2019 and February 2, 2018 and for the periodfrom September 7, 2016 through February 3, 2017 was $556 million, $616 million, and $203 million, respectively, and the pre-tax intrinsic value was $1,061million, $946 million, and $218 million, respectively. As of February 1, 2019, 18 million restricted shares of VMware, Inc.’s Class A common stock wereoutstanding, with an aggregate intrinsic value of $2,742 million based on VMware, Inc.’s closing stock price as of February 1, 2019.As of February 1, 2019, there was $1,194 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to these awardsexpected to be recognized over a weighted-average period of approximately 1.5 years.160 Table of ContentsVMware, Inc. Shares Withheld for Taxes — For the fiscal years ended February 1, 2019 and February 2, 2018 and for the period from September 7, 2016through February 3, 2017, VMware, Inc. repurchased and retired or withheld 3 million shares, 3 million shares, and 1 million shares of VMware, Inc. Class Acommon stock, respectively, for $373 million, $348 million, and $77 million, respectively, to cover tax withholding obligations. These amounts may differfrom the amounts of cash remitted for tax withholding obligations on the consolidated statements of cash flows due to the timing of payments. Pursuant tothe respective award agreements, these shares were withheld in conjunction with the net share settlement upon the vesting of restricted stock and restrictedstock units (including PSUs) during the period. The value of the withheld shares, including restricted stock units, was classified as a reduction to additionalpaid-in capital.Other PlansIn addition to the plans disclosed above, the Company has consolidated subsidiaries, Secureworks and Pivotal, that maintain their own equity plans and issueequity grants settling in classes of their own stock. The stock option and restricted stock unit activity under these plans was not material during the fiscalyears ended February 1, 2019, February 2, 2018, and February 3, 2017.161 Table of ContentsNOTE 17 — REDEEMABLE SHARESAwards under the Company’s stock incentive plans include certain rights that allow the holder to exercise a put feature for the underlying Class A or Class CCommon Stock after a six month holding period following the issuance of such common stock. The put feature requires the Company to purchase the stock atits fair market value. Accordingly, these awards and such common stock are subject to reclassification from equity to temporary equity, and the Companydetermines the award amounts to be classified as temporary equity as follows:•For stock options to purchase Class C Common Stock subject to service requirements, the intrinsic value of the option is multiplied by the portionof the option for which services have been rendered. Upon exercise of the option, the amount in temporary equity represents the fair value of theClass C Common Stock.•For stock appreciation rights, RSUs, or RSAs, any of which stock award types are subject to service requirements, the fair value of the share ismultiplied by the portion of the share for which services have been rendered.•For share-based arrangements that are subject to the occurrence of a contingent event, those amounts are not reclassified to temporary equity untilthe contingency has been satisfied. Contingent events include the achievement of performance-based metrics.In connection with the Class V transaction described in Note 14 of the Notes to the Consolidated Financial Statements, the put feature provisions wereamended to provide that the put feature will terminate two years after the expiration on June 27, 2019 of the post‑transaction lock‑up applicable to transfersof Dell Technologies securities, or earlier upon consummation of any underwritten public offering of shares of Class C Common Stock.The following table sets forth the amount of redeemable shares classified as temporary equity and summarizes the award type as of the dates indicated: February 1, 2019 February 2, 2018 (in millions)Redeemable shares classified as temporary equity$1,196 $384 Issued and outstanding unrestricted common shares3 3Restricted stock units1 —Restricted stock awards— —Outstanding stock options31 15The increase in the value of redeemable shares during the fiscal year ended February 1, 2019 was primarily attributable to an increase in DHI Group CommonStock fair value, as well as the reassessment of vesting of performance-based awards.162 Table of ContentsNOTE 18 — RETIREMENT PLAN BENEFITSDefined Benefit Pension PlanIn connection with the EMC merger transaction completed on September 7, 2016, the Company assumed all of EMC’s defined benefit obligations andrelated plan assets, including a noncontributory defined benefit pension plan (the “Pension Plan”) which was assumed as a result of EMC’s prior acquisitionof Data General. Certain of the Company’s foreign subsidiaries also have defined benefit pension plans which were assumed as part of the EMC mergertransaction and do not have a material impact on the results of operations or financial position of the Company.Benefits under the Pension Plan are generally based on either career average or final average salaries and creditable years of service as defined in the plan.The annual cost for the Pension Plan is determined using the projected unit credit actuarial cost method that includes actuarial assumptions and estimateswhich are subject to change. As of December 1999, this plan was frozen, so employees no longer accrue pension benefits for future services. The measurementdate for the Pension Plan is the end of the Company’s fiscal year.The following table presents the components of the changes in the Pension Plan benefit obligation for the periods indicated: Benefit Obligation (in millions)Benefit obligation as of September 7, 2016$590Interest cost8Benefits paid(11)Actuarial loss (gain)(52)Benefit obligation as of February 3, 2017535Interest cost21Benefits paid(24)Actuarial loss (gain)14Benefit obligation as of February 2, 2018546Interest cost20Benefits paid(26)Actuarial loss (gain)(16)Benefit obligation as of February 1, 2019$524On a weighted-average basis, the assumed discount rate used to determine the benefit obligations at February 1, 2019, February 2, 2018, and February 3,2017 was 4.0%, 3.8%, and 4.1%, respectively.163 Table of ContentsThe following table presents the components of the changes in the fair value of plan assets for the periods indicated: Plan Assets (in millions)Fair value of plan assets as of September 7, 2016$493Actual return on plan assets(12)Benefits paid(11)Fair value of plan assets as of February 3, 2017470Actual return on plan assets59Benefits paid(24)Fair value of plan assets as of February 2, 2018505Actual return on plan assets(5)Benefits paid(26)Fair value of plan assets as of February 1, 2019$474The under-funded status of the Pension Plan at February 1, 2019 and February 2, 2018 was $51 million and $41 million, respectively, and is classified as acomponent of other non-current liabilities in the Consolidated Statements of Financial Position. The Company did not make any significant contributions tothe plan for the fiscal years ended February 1, 2019 and February 2, 2018 and for the period from September 7, 2016 through February 3, 2017, and does notexpect to make any significant contributions to the Pension Plan in Fiscal 2020.The following table presents the components of net periodic benefit cost recognized for the periods indicated: Fiscal Year Ended For the PeriodSeptember 7, 2016through February 3,2017 February 1, 2019 February 2, 2018 (in millions)Interest cost$20 $21 $8Expected return on plan assets(28) (30) (16)Net periodic benefit$(8) $(9) $(8)The discount rate and expected long-term rate of return on plan assets used in the accounting for the Pension Plan to determine the net periodic benefit costwas 3.8% and 5.8%, respectively, for the fiscal year ended February 1, 2019, and 4.1% and 6.5%, respectively, for the fiscal year ended February 2, 2018. Thediscount rate and expected long-term rate of return on plan assets used in the accounting for the Pension Plan to determine the net periodic benefit cost was3.4% and 6.5%, respectively, for the period from September 7, 2016 through February 3, 2017For the fiscal years ended February 1, 2019 and February 2, 2018, the Pension Plan had net gains of $22 million and $39 million, respectively. The net gainswere recognized in accumulated other comprehensive loss.There were no reclassifications from accumulated other comprehensive loss to a component of net periodic benefit cost during the fiscal years endedFebruary 1, 2019 and February 2, 2018. Additionally, the Company expects that none of the total balance included in accumulated other comprehensive lossat February 1, 2019 will be recognized as a component of net periodic benefit cost in Fiscal 2020.164 Table of ContentsAt February 1, 2019, future benefit payments are expected to be paid as follows: $28 million in Fiscal 2020; $29 million in Fiscal 2021; $31 million in Fiscal2022; $32 million in Fiscal 2023; $34 million in Fiscal 2024; and $175 million thereafter.Fair Value of Plan Assets — The following table presents the fair value of each class of plan assets by level within the fair value hierarchy as of February 1,2019 and February 2, 2018: February 1, 2019 February 2, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in millions)Common collective trusts (a)$— $322 $— $322 $— $350 $— $350U.S. Treasury securities5 — — 5 7 — — 7Corporate debt securities (b)— 147 — 147 — 147 — 147Total$5 $469 $— 474 $7 $497 $— 504Plan payables, net of accrued interestand dividends (c) — 1Total, net $474 $505____________________(a)Common collective trusts are valued at the net asset value calculated by the fund manager based on the underlying investments and are classified withinLevel 2 of the fair value hierarchy.(b)Corporate debt securities are valued daily at the closing price reported in active U.S. financial markets and are classified within Level 2 of the fair valuehierarchy.(c)Dividends, accrued interest, and net plan payables are not material to the plan assets and therefore have not been classified into the fair value hierarchy.Investment Strategy — The Pension Plan’s assets are managed by outside investment managers. The Company’s investment strategy with respect to planassets is to achieve a long-term growth of capital, consistent with an appropriate level of risk. The expected long-term rate of return on the plan assetsconsiders the current level of expected returns on risk-free investments (primarily government bonds), the historical level of the risk premium associated withthe other asset classes in which the portfolio is invested, and the expectations for future returns of each asset class. The expected return for each asset classwas weighted based on the target asset allocation to develop the expected long-term rate of return on assets. As market conditions permit, the Companyexpects to shift the asset allocation to lower the percentage of investments in equities and increase the percentage of investments in long-duration fixed-income securities. The changes could result in a reduction in the long-term rate of return on the plan assets and increase future pension expense.The following table presents the target allocation of plan assets as of February 1, 2019, and the actual allocation of plan assets as of February 1, 2019 andFebruary 2, 2018: Target Allocation Actual Allocation February 1, 2019 February 1, 2019 February 2, 2018U.S. large capitalization equity securities25% 24% 27%U.S. small capitalization equity securities5 5 5Foreign equity securities7 6 7U.S. long-duration fixed income securities60 61 58Below investment grade corporate fixed income securities3 4 3Total100% 100% 100%165 Table of ContentsEmployee Benefit PlansDell 401(k) Plan — The Company has a defined contribution retirement plan (the “Dell 401(k) Plan”) that complies with Section 401(k) of the InternalRevenue Code. Only U.S. employees are eligible to participate in the Dell 401(k) plan. As of February 1, 2019, the Company matches 100% of eachparticipant’s voluntary contributions, subject to a maximum contribution of 6% of the participant’s eligible compensation, up to an annual limit of $7,500,and participants vest immediately in all contributions to the Dell 401(k) Plan. The Company’s matching contributions as well as participants’ voluntarycontributions are invested according to each participant’s elections in the investment options provided under the Dell 401(k) Plan. The Company’scontributions during the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017 were $254 million, $129 million, and $158 million,respectively. Contributions increased during the fiscal year ended February 1, 2019 due to the additional participants that were transferred from the EMC401(k) Plan, as discussed below.EMC 401(k) Plan — The EMC defined contribution retirement plan (the “EMC 401(k) Plan”) was assumed in connection with the EMC merger transactionon September 7, 2016. Effective January 1, 2018, the EMC 401(k) Plan was terminated and participant account balances were transferred to the Dell 401(k)Plan and the newly-created Pivotal defined contribution plan. Prior to the termination of the EMC 401(k) Plan on January 1, 2018, the Company’scontributions during the fiscal year ended February 2, 2018 to the EMC 401(k) Plan were $94 million. The Company’s contributions during the period fromSeptember 7, 2016 through February 3, 2017 to the EMC 401(k) Plan were $31 million.VMware, Inc., Secureworks, and Pivotal both have a defined contribution program for certain employees that comply with Section 401(k) of the InternalRevenue Code.166 Table of ContentsNOTE 19 — SEGMENT INFORMATIONThe Company has three reportable segments that are based on the following business units: Infrastructure Solutions Group (“ISG”); Client Solutions Group(“CSG”); and VMware.ISG previously included Virtustream product and service offerings. Virtustream’s cloud software and infrastructure-as-a-service solutions enable customers tomigrate, run, and manage mission-critical applications in cloud-based IT environments. During the three months ended May 4, 2018, the Company madecertain segment reporting changes, which included the movement of Virtustream’s results from ISG to Other businesses. None of these changes impacted theCompany’s previously reported consolidated financial results, but the Company’s prior period segment results have been recast to reflect this change.ISG includes servers, networking, and storage, as well as services and third-party software and peripherals that are closely tied to the sale of ISG hardware.CSG includes sales to commercial and consumer customers of desktops, thin client products, and notebooks, as well as services and third-party software andperipherals that are closely tied to the sale of CSG hardware. VMware’s compute, cloud management, networking and security, storage and availability, andother end-user computing offerings provide a flexible digital foundation to enable the digital transformation VMware’s customers need as they ready theirapplications, infrastructure, and devices for their future business needs.The reportable segments disclosed herein are based on information reviewed by the Company’s management to evaluate the business segment results. TheCompany’s measure of segment operating income for management reporting purposes excludes the impact of Other businesses, purchase accounting,amortization of intangible assets, unallocated corporate transactions, severance and facility action costs, and transaction-related expenses. The Companydoes not allocate assets to the above reportable segments for internal reporting purposes.167 Table of ContentsThe following table presents a reconciliation of net revenue by the Company’s reportable segments to the Company’s consolidated net revenue as well as areconciliation of consolidated segment operating income to the Company’s consolidated operating loss: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Consolidated net revenue: Infrastructure Solutions Group$36,720 $30,917 $22,070Client Solutions Group43,196 39,218 36,509VMware9,088 7,994 3,543Reportable segment net revenue89,004 78,129 62,122Other businesses (a)2,329 2,195 1,153Unallocated transactions (b)(9) (15) 41Impact of purchase accounting (c)(703) (1,269) (1,152)Total consolidated net revenue$90,621 $79,040 $62,164 Consolidated operating income (loss): Infrastructure Solutions Group$4,151 $3,068 $2,920Client Solutions Group1,960 2,044 1,751VMware2,989 2,809 1,516Reportable segment operating income9,100 7,921 6,187Other businesses (a)(174) (125) (42)Unallocated transactions (b)(72) (24) (198)Impact of purchase accounting (c)(820) (1,546) (2,266)Amortization of intangibles(6,138) (6,980) (3,681)Transaction-related expenses (d)(750) (502) (1,488)Other corporate expenses (e)(1,337) (1,160) (902)Total consolidated operating loss$(191) $(2,416) $(2,390)____________________(a)Pivotal, Secureworks, RSA Security, Virtustream, and Boomi constitute “Other businesses” and do not meet the requirements for a reportable segment,either individually or collectively. The results of Other businesses are not material to the Company’s overall results.(b)Unallocated transactions includes long-term incentives, certain short-term incentive compensation expenses, and other corporate items that are notallocated to Dell Technologies’ reportable segments.(c)Impact of purchase accounting includes non-cash purchase accounting adjustments that are primarily related to the EMC merger transaction.(d)Transaction-related expenses includes acquisition, integration, and divestiture related costs, as well as the costs incurred in the Class V transaction.(e)Other corporate expenses includes goodwill impairment charges, severance, facility action costs, and stock-based compensation expense.168 Table of ContentsThe following table presents the disaggregation of net revenue by reportable segment, and by major product categories within the segments: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Net revenue: Infrastructure Solutions Group: Servers and networking$19,953 $15,533 $12,973Storage16,767 15,384 9,097Total ISG net revenue36,720 30,917 22,070Client Solutions Group: Commercial30,893 27,507 25,773Consumer12,303 11,711 10,736Total CSG net revenue43,196 39,218 36,509VMware: Total VMware net revenue9,088 7,994 3,543Total segment net revenue$89,004 $78,129 $62,122The following table presents net revenue allocated between the United States and foreign countries for the periods presented: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Net revenue: United States$42,803 $38,528 $30,966Foreign countries47,818 40,512 31,198Total net revenue$90,621 $79,040 $62,164The following table presents property, plant, and equipment, net allocated between the United States and foreign countries as of February 1, 2019 andFebruary 2, 2018: February 1, 2019 February 2, 2018 (in millions)Property, plant, and equipment, net: United States$4,058 $4,093Foreign countries1,201 1,297Total property, plant, and equipment, net$5,259 $5,390The allocation between domestic and foreign net revenue is based on the location of the customers. Net revenue from any single foreign country did notconstitute more than 10% of the Company’s consolidated net revenue for the fiscal years ended February 1, 2019, February 2, 2018, or February 3, 2017.Property, plant, and equipment, net from any single foreign country did not constitute more than 10% of the Company’s consolidated property, plant, andequipment, net as of February 1, 2019 or February 2, 2018.169 Table of ContentsNOTE 20 — SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATIONThe following table provides additional information on selected accounts included in the Consolidated Statements of Financial Position as of February 1,2019 and February 2, 2018: February 1, 2019 February 2, 2018 (in millions)Cash, cash equivalents, and restricted cash: Cash and cash equivalents$9,676 $13,942Restricted cash - other current assets (a)522 423Restricted cash - other non-current assets (a)42 13Total cash, cash equivalents, and restricted cash$10,240 $14,378Accounts receivable, net: Gross accounts receivable$12,456 $11,824Allowance for doubtful accounts(85) (103)Total accounts receivable, net$12,371 $11,721Inventories, net: Production materials$1,794 $967Work-in-process702 514Finished goods1,153 1,197Total inventories, net$3,649 $2,678Prepaid expenses: Total prepaid expenses (b)$795 $1,016Property, plant, and equipment, net: Computer equipment$5,219 $5,085Land and buildings4,559 4,343Machinery and other equipment3,829 3,845Total property, plant, and equipment13,607 13,273Accumulated depreciation and amortization (c)(8,348) (7,883)Total property, plant, and equipment, net$5,259 $5,390Accrued and other current liabilities: Compensation$3,646 $2,948Warranty liability355 367Income and other taxes1,396 1,229Other3,098 3,482Total accrued and other current liabilities$8,495 $8,026Other non-current liabilities: Warranty liability$169 $172Deferred and other tax liabilities5,527 6,590Other631 515Total other non-current liabilities$6,327 $7,277____________________(a)Restricted cash includes cash required to be held in escrow pursuant to DFS securitization arrangements and VMware, Inc. restricted cash.(b)Prepaid expenses are included in other current assets in the Consolidated Statements of Financial Position.170 Table of Contents(c)During the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017, the Company recognized $1.3 billion, $1.5 billion, and $1.2billion, respectively, in depreciation expense. Additionally, during the fiscal years ended February 1, 2019 and February 2, 2018, the Company retired$0.8 billion and $1.1 billion, respectively, of fully depreciated property, plant, and equipment.Valuation and Qualifying AccountsThe following table summarizes the Company’s valuation and qualifying accounts for the periods indicated: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Trade Receivables - Allowance for doubtful accounts: Balance at beginning of period$103 $57 $36Provision charged to income statement77 60 43Bad debt write-offs(95) (14) (22)Balance at end of period$85 $103 $57 Customer Financing Receivables - Allowance for financing receivablelosses: Balance at beginning of period$145 $143 $176Provision charged to income statement95 103 75Charge-offs, net of recoveries (a)(104) (101) (108)Balance at end of period$136 $145 $143 Tax Valuation Allowance: Balance at beginning of period$777 $709 $796Charged to income tax provision927 68 (496)Allowance acquired— — 409Balance at end of period$1,704 $777 $709____________________(a)Charge-offs to the allowance for financing receivable losses for customer financing receivables includes principal and interest.171 Table of ContentsWarranty LiabilityThe following table presents changes in the Company’s liability for standard limited warranties for the periods indicated: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Warranty liability: Warranty liability at beginning of period$539 $604 $574Warranty liability assumed through EMC merger transaction— — 125Costs accrued for new warranty contracts and changes in estimates forpre-existing warranties (a) (b)856 905 852Service obligations honored(871) (970) (947)Warranty liability at end of period$524 $539 $604Current portion$355 $367 $405Non-current portion$169 $172 $199____________________(a)Changes in cost estimates related to pre-existing warranties are aggregated with accruals for new standard warranty contracts. The Company’s warrantyliability process does not differentiate between estimates made for pre-existing warranties and new warranty obligations.(b)Includes the impact of foreign currency exchange rate fluctuations.Severance ChargesThe Company incurs costs related to employee severance and records a liability for these costs when it is probable that employees will be entitled totermination benefits and the amounts can be reasonably estimated. The liability related to these actions is included in accrued and other current liabilities inthe Consolidated Statements of Financial Position.The following table presents the activity related to the Company’s severance liability for the periods indicated: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Severance liability: Severance liability at beginning of period$175 $416 $26Severance liability assumed through EMC merger transaction— — 70Severance charges to provision215 159 541Cash paid and other(244) (400) (221)Severance liability at end of period$146 $175 $416172 Table of ContentsThe following table presents severance charges as included in the Consolidated Statements of Income (Loss) for the periods indicated: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Severance charges: Cost of net revenue$17 $46 $122Selling, general, and administrative146 46 355Research and development52 67 64Total severance charges$215 $159 $541Interest and other, netThe following table provides information regarding interest and other, net for the periods indicated: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Interest and other, net: Investment income, primarily interest$313 $207 $102Gain (loss) on investments, net342 72 4Interest expense(2,488) (2,406) (1,751)Foreign exchange(206) (113) (77)Debt extinguishment— — (337)Other(131) (113) (45)Total interest and other, net$(2,170) $(2,353) $(2,104)173 Table of ContentsNOTE 21 — CONDENSED FINANCIAL INFORMATION OF PARENT COMPANYDell Technologies Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. There are restrictions undercredit agreements and indentures governing the First Lien Notes and the Senior Notes, described in Note 6 of the Notes to the Consolidated FinancialStatements, on the Company’s ability to obtain funds from any of its subsidiaries through dividends, loans, or advances. As of February 1, 2019, theCompany had certain consolidated subsidiaries that were designated as unrestricted subsidiaries for all purposes of the applicable credit agreements and suchindentures. As of February 1, 2019, substantially all of the net assets of the Company’s consolidated subsidiaries were restricted, with the exception of theCompany’s unrestricted subsidiaries, primarily VMware, Inc., Secureworks, Pivotal, and their respective subsidiaries. Accordingly, this condensed financialinformation is presented on a “Parent-only” basis. Under a Parent-only presentation, Dell Technologies Inc.’s investments in its consolidated subsidiaries arepresented under the equity method of accounting.The following table presents the financial position of Dell Technologies Inc. (Parent) as of February 1, 2019 and February 2, 2018:Dell Technologies Inc. (Parent)February 1, 2019 February 2, 2018 (in millions)Assets: Other current assets$— $1Investments in subsidiaries (a)— 12,128Other non-current assets25 —Total assets$25 $12,129Liabilities: Short-term debt (b)13 —Long-term debt (b)— 26Guarantees of subsidiary obligations (a)4,581 —Total liabilities4,594 26Redeemable shares1,196 384Stockholders’ equity (deficit): Common stock and capital in excess of $0.01 par value16,051 18,449Accumulated deficit(21,349) (6,860)Accumulated other comprehensive income (loss)(467) 130Total stockholders’ equity (deficit)(5,765) 11,719Total liabilities, redeemable shares, and stockholders’ equity (deficit)$25 $12,129____________________(a)Due primarily to the $11 billion cash dividend paid by VMware Inc. in connection with the Class V transaction described in Note 14 of the Notes to theConsolidated Financial Statements, the investments in subsidiaries account was reduced to zero as of February 1, 2019. Guarantees of subsidiaryobligations represents the capital Dell Technologies Inc. received in excess of the carrying amount of its investments in subsidiaries.(b)In connection with the acquisition of Dell by Dell Technologies Inc. in the going-private transaction, Dell Technologies Inc. issued a $2.0 billionsubordinated note to Microsoft Global Finance, a subsidiary of Microsoft Corporation. As of February 1, 2019 and February 2, 2018, the outstandingprincipal amount of the Microsoft Note was $13 million and $26 million, respectively.174 Table of ContentsThe following table presents a reconciliation of (a) the equity in net loss of subsidiaries to the net loss attributable to Dell Technologies Inc. and (b)consolidated net loss to comprehensive net loss attributable to Dell Technologies Inc. for the periods presented: Fiscal Year Ended February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Equity in net loss from continuing operations of subsidiaries attributable toDell Technologies Inc.$(2,042) $(2,844) $(3,076)Equity in net income (loss) from discontinued operations of subsidiaries— — 1,916Equity in net loss of subsidiaries attributable to Dell Technologies Inc.(2,042) (2,844) (1,160) Parent - Total operating expense (a)(273) — —Parent - Interest and other, net (a)(20) (2) (11)Parent - Income tax expense (benefit) (a)(25) 3 (4)Parent - Loss before equity in net income of subsidiaries$(268) $(5) $(7) Consolidated net loss attributable to Dell Technologies Inc.(2,310) (2,849) (1,167)Other comprehensive income (loss) of subsidiaries attributable to DellTechnologies Inc.(539) 725 (271)Comprehensive loss attributable to Dell Technologies Inc.$(2,849) $(2,124) $(1,438)____________________(a)During the fiscal year ended February 1, 2019, the increase to expenses and the associated tax benefit was primarily related to the costs incurred in theClass V transaction.175 Table of ContentsThe following table presents the cash flows of Dell Technologies Inc. (Parent) for the periods presented: Fiscal Year EndedDell Technologies Inc. (Parent)February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Change in cash from operating activities$(274) $(2) $(2) Cash flow from investing activities: Transfer to/from subsidiary14,360 640 35,941Acquisition of business, net of cash acquired— — (39,521)Change in cash from investing activities14,360 640 (3,580) Cash flow from financing activities: Proceeds from the issuance of DHI Group Common Stock— — 4,422Shares repurchased for tax withholdings of equity awards(28) (33) (6)Repurchases of DHI Group Common Stock(47) (6) (10)Repurchases of Class V Common Stock(14,000) (723) (701)Repayments of debt(13) — —Other2 1 —Change in cash from financing activities(14,086) (761) 3,705Change in cash, cash equivalents, and restricted cash— (123) 123Cash, cash equivalents, and restricted cash at beginning of the period— 123 —Cash, cash equivalents, and restricted cash at end of the period$— $— $123176 Table of ContentsNOTE 22 — UNAUDITED QUARTERLY RESULTSThe following tables present selected unaudited consolidated statements of income (loss) for each quarter of the fiscal years ended February 1, 2019 andFebruary 2, 2018. For the fiscal year ended February 2, 2018, unaudited quarterly results have been recast to reflect the adoption of the amended guidance onthe recognition of revenue from contracts with customers. Fiscal 2019 Q1 Q2 Q3 Q4 (a) (in millions, except per share data)Net revenue$21,356 $22,942 $22,482 $23,841Gross margin$5,878 $6,123 $5,943 $7,109 Net income from continuing operations attributable to Class V Common Stock$470 $320 $165 $240Net loss from continuing operations attributable to DHI Group(1,106) (819) (1,041) (539)Net loss from continuing operations attributable to Dell Technologies Inc.$(636) $(499) $(876) $(299)Income (loss) from discontinued operations, net of income taxes— — — —Net loss attributable to Dell Technologies Inc.$(636) $(499) $(876) $(299) Earnings (loss) per share attributable to Dell Technologies Inc. - basic: Continuing operations - Class V Common Stock - basic$2.36 $1.61 $0.83 $1.21Continuing operations - DHI Group - basic$(1.95) $(1.44) $(1.84) $(0.86)Discontinued operations - DHI Group - basic$— $— $— $—Earnings (loss) per share attributable to Dell Technologies Inc. - diluted: Continuing operations - Class V Common Stock - diluted$2.33 $1.58 $0.81 $1.19Continuing operations - DHI Group - diluted$(1.95) $(1.45) $(1.84) $(0.86)Discontinued operations - DHI Group - diluted$— $— $— $—____________________(a)For the three months ended February 1, 2019, net income from continuing operations attributable to the Class V Common Stock represents net incomeattributable to the Class V Group from November 3, 2018 to December 27, 2018, the last date on which the Class V Common Stock was traded on theNYSE.177 Table of Contents Fiscal 2018 Q1 Q2 Q3 Q4 (in millions, except per share data)Net revenue$18,000 $19,521 $19,556 $21,963Gross margin$4,457 $4,968 $5,220 $5,892 Net income (loss) from continuing operations attributable to Class V Common Stock$125 $204 $198 $(196)Net income (loss) from continuing operations attributable to DHI Group(1,296) (936) (1,044) 96Net loss from continuing operations attributable to Dell Technologies Inc.$(1,171) $(732) $(846) $(100)Income (loss) from discontinued operations, net of income taxes— — — —Net loss attributable to Dell Technologies Inc.$(1,171) $(732) $(846) $(100) Earnings (loss) per share attributable to Dell Technologies Inc. - basic: Continuing operations - Class V Common Stock - basic$0.60 $1.00 $0.98 $(0.98)Continuing operations - DHI Group - basic$(2.29) $(1.65) $(1.84) $0.17Discontinued operations - DHI Group - basic$— $— $— $—Earnings (loss) per share attributable to Dell Technologies Inc. - diluted: Continuing operations - Class V Common Stock - diluted$0.59 $1.00 $0.96 $(0.98)Continuing operations - DHI Group - diluted$(2.29) $(1.66) $(1.84) $0.16Discontinued operations - DHI Group - diluted$— $— $— $—178 Table of ContentsNOTE 23 — RELATED PARTY TRANSACTIONSDell Technologies is a large global organization that engages in millions of purchase, sales, and other transactions during the fiscal year. The Companyenters into purchase and sales transactions with other publicly-traded and privately-held companies, as well as not-for-profit organizations that could beinfluenced by members of the Company’s board of directors or the Company’s executive officers. The Company enters into these arrangements in theordinary course of its business. Transactions with related parties were immaterial for the fiscal years ended February 1, 2019, February 2, 2018, andFebruary 3, 2017.NOTE 24 — SUBSEQUENT EVENTSDebt and Refinancing TransactionsFirst Lien Notes — On March 6, 2019, Dell International L.L.C., a Delaware limited liability company, and EMC Corporation, a Massachusetts corporation,both wholly-owned subsidiaries of Dell Technologies Inc., completed a private offering of multiple series of First Lien Notes in an aggregate principalamount of $4.5 billion. The principal amount, interest rate and maturity of each series of First Lien Notes were as follows:•$1,000 million 4.00% First Lien Notes due 2024•$1,750 million 4.90% First Lien Notes due 2026•$1,750 million 5.30% First Lien Notes due 2029Senior Secured Credit Facilities — On March 13, 2019, the Company entered into an amendment to the credit agreement for the Senior Secured CreditFacilities to obtain a new senior secured Term Loan A-6 Facility in an aggregate principal amount of $3,634 million term A-6 loans maturing on March 13,2024, of which $2,839 million aggregate principal amount represents the amounts outstanding under the Term Loan A-2 Facility that rolled-over into theTerm A-6 Loan Facility. Subsequently, aggregate principal amount of $1,277 million remained outstanding under the Term Loan A-2 Facility. The newsenior secured term A-6 borrowings amortize quarterly and bear interest at LIBOR plus an applicable margin ranging from 1.25% to 2.00% or a base rate plusan applicable margin of 0.25% to 1.00%Margin Loan Facility — On March 7, 2019, the Company amended the Margin Loan Agreement to increase the aggregate principal amount of borrowingsunder the facility by $650 million.Proceeds from the First Lien Notes due 2024, First Lien Notes due 2026, and First Lien Notes due 2029, together with the borrowings under the Term Loan A-6 Facility and the incremental Margin Loan Facility financing, were used to repay all of the Company’s outstanding First Lien Notes due June 2019 andrepay all outstanding amounts under the Term Loan A-5 Facility due December 2019. Any remaining proceeds were used to repay outstanding amountsunder the Term Loan A-2 Facility and pay related premiums, accrued interest, fees and expenses.Stock-Based CompensationOn March 15, 2019, the Company granted long-term incentive awards in the form of 9.2 million serviced-based RSUs and 1.9 million performance-basedRSUs in order to align critical talent retention programs with Class C Common Stock shareholder interest. The service-based RSUs will have a fair valuebased on the Company’s Class C Common Stock price on the grant date and will vest ratably over a three year period. Upon vesting, each service-based RSUwill convert into one share of Class C Common Stock. The performance-based RSUs are reflected at target units while the actual number of units thatultimately vest will range from 0% to 200% of target, based on the level of achievement of the performance goals and continued employment with theCompany over a performance period ending March 14, 2022. Approximately 0.9 million of the performance-based RSUs are subject to achievement ofmarket-based performance goals for a relative total shareholder return. For the non-market performance-based RSUs, the fair values will be based on theCompany’s Class C Common Stock price on accounting grant date. Market-based performance awards will utilize a Monte Carlo valuation model tosimulate the probabilities of achievement of relative total shareholder return in order to determine the awards’ fair value.Other than the matters identified above, there were no known events occurring after the balance sheet date and up until the date of the issuance of this reportthat would materially affect the information presented herein.179 Table of ContentsITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.ITEM 9A — CONTROLS AND PROCEDURESThis report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 under the Securities Exchange Actof 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2 filed with this report. This Item 9A includes information concerning the controls and controlevaluations referred to in those certifications.Evaluation of Disclosure Controls and ProceduresDisclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance thatinformation required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the timeperiods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officerand the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and ChiefFinancial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of February 1, 2019.Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effectiveat the reasonable assurance level as of February 1, 2019.Management’s Annual Report on Internal Control Over Financial ReportingManagement, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequateinternal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is aprocess designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures which(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization ofmanagement and the board of directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of assets that could have a material effect on the financial statements.In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and ChiefFinancial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 1, 2019, based on the criteriaestablished in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As aresult of that evaluation, management has concluded that our internal control over financial reporting was effective as of February 1, 2019.The effectiveness of our internal control over financial reporting as of February 1, 2019, has been audited by PricewaterhouseCoopers LLP, our independentregistered public accounting firm, as stated in their report, which is included in “Item 8 — Financial Statements and Supplementary Data.”180 Table of ContentsChanges in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting during the fiscal quarter ended February 1, 2019 that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting. During the first quarter of the fiscal year ended February 1, 2019, weimplemented new revenue recognition systems and related controls to enable us to adopt the new accounting guidance set forth in ASC 606, “Revenue FromContracts With Customers.” Given the significance of these changes, we will continue to review and refine the systems, processes, and internal controls overrevenue recognition, as appropriate.Limitations on the Effectiveness of ControlsOur system of controls is designed to provide reasonable, not absolute, assurance regarding the reliability and integrity of accounting and financial reporting.Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors andall fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the controlsystem will be met. These inherent limitations include the following:•Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.•Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.•The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that anydesign will succeed in achieving its stated goals under all potential future conditions.•Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies orprocedures.•The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.181 Table of ContentsITEM 9B — OTHER INFORMATIONNone. PART IIIITEM 10 — DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEWe have adopted a code of ethics applicable to our principal executive officer and our other senior financial officers. The code of ethics, which we refer to asour Code of Ethics for Senior Financial Officers, is available on the Investor Relations page of our website at www.delltechnologies.com. To the extentrequired by SEC rules, we intend to disclose any amendments to this code and any waiver of a provision of the code for the benefit of any senior financialofficers on our website within any period that may be required under SEC rules from time to time.See “Part I — Item 1 — Business — Executive Officers of Dell Technologies” for more information about our executive officers, which is incorporated byreference in this Item 10. Other information required by this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2019 annualmeeting of stockholders, referred to as the “2019 proxy statement,” which we will file with the SEC on or before 120 days after our 2019 fiscal year-end, andwhich will appear in the 2019 proxy statement under the captions “Proposal 1 — Election of Directors” and “Additional Information — Section 16(a)Beneficial Ownership Reporting Compliance.”The following information about the members of our board of directors and the principal occupation or employment of each director is provided as of thedate of this report.Michael S. DellChairman and Chief Executive OfficerDell Technologies Inc.William D. GreenPublic Company Director David W. DormanFounding PartnerCenterview Capital TechnologyEllen J. KullmanPublic Company Director Egon DurbanManaging Partner and Managing DirectorSilver Lake PartnersSimon PattersonManaging DirectorSilver Lake Partners182 Table of ContentsITEM 11 — EXECUTIVE COMPENSATIONInformation required by this Item 11 is incorporated herein by reference to the 2019 proxy statement, including the information in the 2019 proxy statementappearing under the captions “Proposal 1 — Election of Directors — Director Compensation” and “Compensation of Executive Officers.”ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSInformation required by this Item 12 is incorporated herein by reference to the 2019 proxy statement, including the information in the 2019 proxy statementappearing under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEInformation required by this Item 13 is incorporated herein by reference to the 2019 proxy statement, including the information in the 2019 proxy statementappearing under the captions “Proposal 1 — Elections of Directors” and “Additional Information — Certain Relationships and Related Transactions.”ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICESInformation required by this Item 14 is incorporated herein by reference to the 2019 proxy statement, including the information in the 2019 proxy statementappearing under the caption “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.”183 Table of ContentsPART IVITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULESThe following documents are filed as a part of this annual report on Form 10-K:(1)Financial Statements: The following financial statements are filed as part of this report under “Part II — Item 8 — Financial Statements andSupplementary Data”:Consolidated Financial Statements:Report of Independent Registered Public Accounting FirmConsolidated Statements of Financial Position at February 1, 2019 and February 2, 2018Consolidated Statements of Income (Loss) for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended February 1, 2019, February 2, 2018, and February 3, 2017Notes to Consolidated Financial Statements(2)Financial Statement Schedules: The information required in the following financial statement schedules is included in Note 20 and Note 21 of theNotes to the Consolidated Financial Statements under “Part II — Item 8 — Financial Statements and Supplementary Data”:Schedule I — Condensed Financial Information of Parent CompanySchedule II — Valuation and Qualifying AccountsAll other schedules have been omitted because they are not applicable or the required information is otherwise included in the ConsolidatedFinancial Statements or Notes thereto.Exhibits:ExhibitNumber Description2.1† Agreement and Plan of Merger, dated as of October 12, 2015, as amended by the First Amendment to Agreement and Plan of Merger,dated as of May 16, 2016, among Denali Holding Inc. (known as Dell Technologies Inc. from and after August 25, 2016) (the“Company”), Dell Inc., Universal Acquisition Co. and EMC Corporation (incorporated by reference to Annex A to the Company’sproxy statement/prospectus, forming part of the Company’s Registration Statement on Form S-4 (the “2016 Form S-4”) filed with theSecurities and Exchange Commission (the “Commission”) on June 6, 2016) (Registration No. 333-208524).2.2 Agreement and Plan of Merger, dated as of July 1, 2018, between the Company and Teton Merger Sub Inc. (incorporated by referenceto Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 2, 2018) (Commission File No. 001-37867).2.3 Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 14, 2018, between the Company and Teton Merger SubInc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on November15, 2018) (Commission File No. 001-37867).3.1 Fifth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (incorporated by reference to Exhibit 3.1 to theCompany’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No. 001-37867).3.2 Second Amended and Restated Bylaws of Dell Technologies Inc. (incorporated by reference to Exhibit 3.2 to the Company’s CurrentReport on Form 8-K filed with the Commission on December 28, 2018) (Commission File No. 001-37867).184 Table of Contents4.1 Indenture, dated as of April 27, 1998, between Dell Computer Corporation and Chase Bank of Texas, National Association, as trustee(the “1998 Indenture”) (incorporated by reference to Exhibit 99.2 to Dell Inc.’s Current Report on Form 8-K filed with the Commissionon April 28, 1998) (Commission File No. 0-17017).4.2 Indenture, dated as of April 17, 2008, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A. (formerly The Bankof New York Trust Company, N.A.), as trustee (including the form of notes) (incorporated by reference to Exhibit 4.1 to Dell Inc.’sCurrent Report on Form 8-K filed with the Commission on April 17, 2008) (Commission File No. 0-17017).4.3 Indenture, dated as of April 6, 2009, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee(incorporated by reference to Exhibit 4.1 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on April 6, 2009)(Commission File No. 0-17017).4.4 First Supplemental Indenture, dated April 6, 2009, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., astrustee (incorporated by reference to Exhibit 4.2 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on April 6,2009) (Commission File No. 0-17017).4.5 Second Supplemental Indenture, dated June 15, 2009, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., astrustee (incorporated by reference to Exhibit 4.1 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on June 15,2009) (Commission File No. 0-17017).4.6 Third Supplemental Indenture, dated September 10, 2010, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A.,as trustee (incorporated by reference to Exhibit 4.1 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on September10, 2010) (Commission File No. 0-17017).4.7 Fourth Supplemental Indenture, dated March 31, 2011, between Dell Inc. and The Bank of New York Mellon Trust Company, N.A., astrustee (incorporated by reference to Exhibit 4.1 to Dell Inc.’s Current Report on Form 8-K filed with the Commission on March 31,2011) (Commission File No. 0-17017).4.8 Indenture, dated as of June 6, 2013, by and between EMC Corporation and Wells Fargo Bank, National Association, as trustee(incorporated by reference to Exhibit 4.1 to EMC Corporation’s Current Report on Form 8-K filed with the Commission on June 6,2013) (Commission File No. 001-9853).4.9 Base Indenture, dated as of June 1, 2016, among Diamond 1 Finance Corporation and Diamond 2 Finance Corporation, as issuers, andThe Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.14 toAmendment No. 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No. 333-208524).4.10 2019 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference toExhibit 4.15 to Amendment No. 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No.333-208524).4.11 2021 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference toExhibit 4.17 to Amendment No. 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No.333-208524).4.12 2023 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference toExhibit 4.19 to Amendment No. 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No.333-208524).4.13 2026 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference toExhibit 4.21 to Amendment No. 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No.333-208524).4.14 2036 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference toExhibit 4.23 to Amendment No. 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No.333-208524).4.15 2046 Notes Supplemental Indenture No. 1, dated June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference toExhibit 4.25 to Amendment No. 6 to the Company’s 2016 Form S-4 filed with the Commission on June 3, 2016) (Registration No.333-208524).4.16 Base Indenture, dated as of June 22, 2016, among Diamond 1 Finance Corporation and Diamond 2 Finance Corporation, as issuers,and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’sCurrent Report on Form 8-K filed with the Commission on June 22, 2016) (Commission File No. 333-208524).185 Table of Contents4.17 2021 Notes Supplemental Indenture No. 1, dated June 22, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to theCompany’s Current Report on Form 8-K filed with the Commission on June 22, 2016) (Commission File No. 333-208524).4.18 2024 Notes Supplemental Indenture No. 1, dated June 22, 2016, among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to theCompany’s Current Report on Form 8-K filed with the Commission on June 22, 2016) (Commission File No. 333-208524).4.19 First Supplemental Indenture, dated as of September 6, 2016, by and among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference toExhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No.001-37867).4.20 2019 Notes Supplemental Indenture No. 2, 2021 Notes Supplemental Indenture No. 2, 2023 Notes Supplemental Indenture No. 2, 2026Notes Supplemental Indenture No. 2, 2036 Notes Supplemental Indenture No. 2 and 2046 Notes Supplemental Indenture No. 2, datedas of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, New Dell International LLC and The Bank ofNew York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Company’sCurrent Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).4.21 2019 Notes Supplemental Indenture No. 3, 2021 Notes Supplemental Indenture No. 3, 2023 Notes Supplemental Indenture No. 3, 2026Notes Supplemental Indenture No. 3, 2036 Notes Supplemental Indenture No. 3 and 2046 Notes Supplemental Indenture No. 3, datedas of September 7, 2016, by and among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Denali Intermediate Inc.,Dell Inc., the other guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent(incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 9,2016) (Commission File No. 001-37867).4.22 Registration Rights Agreement, dated as of June 1, 2016, among Diamond 1 Finance Corporation, Diamond 2 Finance Corporationand J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BarclaysCapital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, asthe representatives of the several initial purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).4.23 Joinder Agreement to Registration Rights Agreement, dated as of September 7, 2016, among Dell International L.L.C., EMCCorporation, Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., the other guarantors named therein and J.P. Morgan SecuritiesLLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup GlobalMarkets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as the representatives of theseveral initial purchasers (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with theCommission on September 9, 2016) (Commission File No. 001-37867).4.24 First Supplemental Indenture, dated as of September 6, 2016, by and among Diamond 1 Finance Corporation, Diamond 2 FinanceCorporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 to theCompany’s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).4.25 2021 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation,New Dell International LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit4.7 to the Company’s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).4.26 2021 Notes Supplemental Indenture No. 3, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation,Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., the other guarantors named therein and The Bank of New York MellonTrust Company, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed with theCommission on September 9, 2016) (Commission File No. 001-37867).4.27 2024 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation,New Dell International LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit4.9 to the Company’s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).4.28 2024 Notes Supplemental Indenture No 3. dated as of September 7, 2016, by and among Dell International L.L.C., EMC Corporation,Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., the other guarantors named therein and The Bank of New York MellonTrust Company, N.A., as trustee (incorporated by reference to Exhibit 4.10 to the Company’s Current Report on Form 8-K filed withthe Commission on September 9, 2016) (Commission File No. 001-37867).186 Table of Contents4.29 Security Agreement, dated as of September 7, 2016, among Dell International L.L.C., EMC Corporation, Denali Intermediate Inc., DellInc., the other grantors party thereto and The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (incorporatedby reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2016)(Commission File No. 001-37867).4.30†† 2021 Notes Supplemental Indenture No. 4, dated as of May 23, 2017, by and among Dell International L.L.C., EMC Corporation, DellGlobal Holdings XIII L.L.C., QTZ L.L.C. and The Bank of New York Mellon Trust Company, N.A., as Trustee.4.31†† 2024 Notes Supplemental Indenture No. 4, dated as of May 23, 2017, by and among Dell International L.L.C., EMC Corporation, DellGlobal Holdings XIII L.L.C., QTZ L.L.C. and The Bank of New York Mellon Trust Company, N.A., as Trustee.4.32†† 2019 Notes Supplemental Indenture No. 4, 2021 Notes Supplemental Indenture No. 4, 2023 Notes Supplemental Indenture No. 4, 2026Notes Supplemental Indenture No. 4, 2036 Notes Supplemental Indenture No. 4 and 2046 Notes Supplemental Indenture No. 4, datedas of May 23, 2017, by and among Dell International L.L.C., EMC Corporation, Dell Global Holdings XIII L.L.C., QTZ L.L.C. and TheBank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent.4.33†† Joinder Agreement to Registration Rights Agreement, dated as of May 23, 2017, by Dell Global Holdings XIII L.L.C. and QTZ L.L.C.10.1* Dell Technologies Inc. 2012 Long-Term Incentive Plan (formerly known as Dell Inc. 2012 Long-Term Incentive Plan) as amended andrestated as of October 6, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for thequarterly period ended November 3, 2017) (Commission File No. 001-37867).10.2* Form of Dell Inc. Long-Term Cash Incentive and Retention Award for Fiscal 2016 awards under the Dell Technologies Inc. 2012Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the Company’s 2016 Form S-4 filedwith the Commission on April 11, 2016) (Registration No. 333-208524).10.3* Form of Dell Inc. Long-Term Cash Incentive and Retention Award Agreement, under the Dell Technologies Inc. 2012 Long-TermIncentive Plan, between Dell Inc. and each of Jeremy Burton, Howard D. Elias and David I. Goulden (incorporated by reference toExhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).10.4* Form of Dell Inc. Deferred Cash Replacement Agreement under the Dell Technologies Inc. 2012 Long-Term Incentive Plan(incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017)(Commission File No. 001-37867).10.5* Dell Inc. Annual Bonus Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 3 to the Company’s 2016 Form S-4 filedwith the Commission on April 11, 2016) (Registration No. 333-208524).10.6* Dell Inc. Special Incentive Bonus Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 3 to the Company’s 2016 FormS-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524).10.7* Employment Agreement, dated October 29, 2013, by and among Dell Inc., the Company and Michael S. Dell (incorporated byreference to Exhibit 10.7 to Amendment No. 3 to the Company’s 2016 Form S-4 filed with the Commission on April 11, 2016)(Registration No. 333-208524).10.8* Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company for grant to Michael S. Dellunder the Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to theCompany’s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524).10.9* Severance for Protection Period Agreement, dated March 19, 2015, between Dell Inc. and Rory P. Read (incorporated by reference toExhibit 10.14 to Amendment No. 3 to the Company’s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No.333-208524).10.10* Dell Inc. Severance Pay Plan for Executive Employees (incorporated by reference to Exhibit 10.14 to the Company’s Annual Reporton Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).10.11* Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, dated March 19, 2015, between Dell Inc. andRory P. Read (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to the Company’s 2016 Form S-4 filed with theCommission on April 11, 2016) (Registration No. 333-208524).10.12* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement (incorporated by reference to Exhibit10.16 to Amendment No. 3 to the Company’s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No. 333-208524).187 Table of Contents10.13* Form of Dell Technologies Inc. Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.26 to the Company’s AnnualReport on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).10.14 Amended and Restated Master Transaction Agreement among EMC Corporation, Dell Technologies Inc. and VMware, Inc. datedJanuary 9, 2018 (incorporated by reference to Exhibit 10.1 to VMware, Inc.’s Annual Report on Form 10-K for the fiscal year endedFebruary 2, 2018) (Commission File No. 001-33622).10.15 Credit Agreement, dated as of September 7, 2016, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., New DellInternational LLC, Universal Acquisition Co., EMC Corporation, the issuing banks and lenders party thereto, Credit Suisse AG,Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N A., as Term LoanA/Revolver Administrative Agent and Swingline Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Reporton Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).10.16 Credit Agreement, dated as of September 7, 2016, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., New DellInternational LLC, Universal Acquisition Co., EMC Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., asAdministrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with theCommission on September 9, 2016) (Commission File No. 001-37867).10.17 Credit Agreement, dated as of September 7, 2016, among Universal Acquisition Co., EMC Corporation, the lenders party thereto andJPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.3 to theCompany’s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).10.18 Credit Agreement, dated as of September 7, 2016, among Universal Acquisition Co., EMC Corporation, the lenders party thereto andJPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.4 to theCompany’s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No. 001-37867).10.19 Collateral Agreement, dated as of September 7, 2016, among Dell International L.L.C., EMC Corporation, Denali Intermediate Inc.,Dell Inc., the other grantors party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent (incorporated by referenceto Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2016) (Commission FileNo. 001-37867).10.20* Form of Indemnification Agreement between the Company and each member of its Board of Directors (incorporated by reference toExhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).10.21* Form of Indemnification Agreement between EMC Corporation and each of Jeremy Burton, Howard D. Elias and David I. Goulden(incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017)(Commission File No. 001-37867).10.22* Form of Indemnification Agreement between Dell Inc. and each of Jeffrey W. Clarke, Marius Haas, Steven H. Price, Karen H. Quintos,Rory Read, Richard J. Rothberg and Thomas W. Sweet (incorporated by reference to Exhibit 10.40 to the Company’s Annual Reporton Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).10.23* Form of EMC Corporation Deferred Compensation Retirement Plan, as amended and restated, effective as of January 1, 2016(incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017)(Commission File No. 001-37867).10.24* Form of Dell Deferred Compensation Plan, effective as of January 1, 2017 (incorporated by reference to Exhibit 10.42 to theCompany’s Annual Report on Form 10-K for the fiscal year ended February 3, 2017) (Commission File No. 001-37867).10.25 First Refinancing and Incremental Facility Amendment, dated as of March 8, 2017, among Denali Intermediate Inc., Dell Inc., DellInternational L.L.C., EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent andCollateral Agent, JPMorgan Chase Bank, N.A., as Term Loan A/Revolver Administrative Agent, and the lenders party thereto(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 9,2017) (Commission File No. 001-37867).10.26* Separation Agreement and Release, dated September 14, 2017, between David I. Goulden and the Company (incorporated by referenceto Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2017) (Commission FileNo. 001-37867).10.27 Second Refinancing Amendment, dated as of October 20, 2017, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C.,EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorganChase Bank, N.A., as Term A/Revolver Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1to the Company’s Report on Form 8-K filed with the Commission on October 24, 2017) (Commission File No. 001-37867).188 Table of Contents10.28 Third Refinancing Amendment, dated as of October 20, 2017, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C.,EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorganChase Bank, N.A., as Term A/Revolver Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2to the Company’s Report on Form 8-K filed with the Commission on October 24, 2017) (Commission File No. 001-37867).10.29* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between Dell Inc. and each of Howard D.Elias and William F. Scannell (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscalyear ended February 2, 2018) (Commission File No. 001-37867).10.30* Offer Letter to Howard D. Elias, dated August 12, 2016 (incorporated by reference to Exhibit 10.49 to the Company’s Annual Reporton Form 10-K for the fiscal year ended February 2, 2018) (Commission File No. 001-37867).10.31* Offer Letter to William F. Scannell, dated August 12, 2016 (incorporated by reference to Exhibit 10.51 to the Company’s AnnualReport on Form 10-K for the fiscal year ended February 2, 2018) (Commission File No. 001-37867).10.32* Form of Amended and Restated Stock Option Agreement-Performance Vesting Option for grants to executive officers under the DellTechnologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’sRegistration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.33* Form of Amended and Restated Stock Option Agreement-Performance Vesting Option for grants to employees under the DellTechnologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the Company’sRegistration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.34* Form of Amended and Restated Stock Option Agreement-Time Vesting Option for grants to executive officers under the DellTechnologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Company’sRegistration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.35* Form of Amended and Restated Stock Option Agreement-Time Vesting Option for grants to employees under the Dell TechnologiesInc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company’s RegistrationStatement on Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.36* Form of Amended and Restated Dell Performance Award Agreement for grants to executive officers under the Dell Technologies Inc.2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statementon Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.37* Form of Amended and Restated Dell Performance Award Agreement for grants to employees under the Dell Technologies Inc. 2013Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Company’s Registration Statement onForm S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.38* Form of Amended and Restated Dell Time Award Agreement for grants to executive officers under the Dell Technologies Inc. 2013Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement onForm S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.39* Form of Amended and Restated Dell Time Award Agreement for grants to employees under the Dell Technologies Inc. 2013 StockIncentive Plan (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the Company’s Registration Statement on Form S-4filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.40* Form of Amended and Restated Dell Deferred Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc.2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to the Company’s Registration Statementon Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.41* Form of Amended and Restated Stock Option Agreement for Non-Employee Directors (Annual Grant) under the Dell Technologies Inc.2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to the Company’s Registration Statementon Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.42* Form of Stock Option Agreement for Non-Employee Directors (Sign-On Grant) under the Dell Technologies Inc. 2013 Stock IncentivePlan (incorporated by reference to Exhibit 10.20 to Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed withthe Commission on October 4, 2018) (Registration No. 333-226618).189 Table of Contents10.43* Form of Amended and Restated Stock Option Agreement for grants to executive officers (Rollover Option) under the DellTechnologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to Amendment No. 2 to the Company’sRegistration Statement on Form S-4 filed with the Commission on October 4, 2018) (Registration No. 333-226618).10.44 Dell Technologies Inc. 2013 Stock Incentive Plan (as amended and restated) (incorporated by reference to Exhibit 10.8 to theCompany’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No. 001-37867).10.45†† Amended and Restated Dell Technologies Inc. Compensation Program for Independent Non-Employee Directors.10.46 Voting and Support Agreement, dated as of July 1, 2018, among the Company, Michael S. Dell, the Susan Lieberman Dell SeparateProperty Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Technology InvestorsIII, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P. and SLP Denali Co-Invest, L.P. (incorporated byreference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 2, 2018) (Commission FileNo. 001-37867).10.47 Letter Agreement, dated as of July 1, 2018, between the Company and VMware, Inc. (incorporated by reference to Exhibit 10.2 to theCompany’s Current Report on Form 8-K filed with the Commission on July 2, 2018) (Commission File No. 001-37867).10.48 Commitment Letter, dated November 14, 2018, among Dell, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & SmithIncorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch, Credit Suisse LoanFunding LLC, Goldman Sachs Bank, USA, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Deutsche Bank AGNew York Branch, Deutsche Bank Securities Inc., Royal Bank of Canada, UBS Securities LLC and UBS AG, Stamford Branch(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on November15, 2018) (Commission File No. 001-37867).10.49 Voting and Support Agreement, dated as of November 14, 2018, among the Company, Elliott Associates L.P. and Elliott InternationalL.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the Commission onNovember 15, 2018) (Commission File No. 001-37867).10.50 Voting and Support Agreement, dated as of November 14, 2018, among the Company and Dodge & Cox (incorporated by reference toExhibit 10.3 to the Company’s Current Report on Form 8-K/A filed with the Commission on November 15, 2018) (Commission FileNo. 001-37867).10.51 Voting and Support Agreement, dated as of November 14, 2018, among the Company and Mason Capital Master Fund, LP(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K/A filed with the Commission on November15, 2018) (Commission File No. 001-37867).10.52 Voting and Support Agreement, dated as of November 14, 2018, among the Company and Canyon Capital Advisors, LLC(incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K/A filed with the Commission on November15, 2018) (Commission File No. 001-37867).10.53 Waiver, dated as of November 14, 2018, among the Company and VMware, Inc. (incorporated by reference to Exhibit 10.6 to theCompany’s Current Report on Form 8-K/A filed with the Commission on November 15, 2018) (Commission File No. 001-37867).10.54 Fourth Amendment, dated as of December 20, 2018, to the Credit Agreement among Denali Intermediate Inc., Dell Inc., DellInternational L.L.C., EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent andCollateral Agent, JPMorgan Chase Bank, N.A., as Term Loan A/Revolver Administrative Agent, and the lenders party thereto(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 21,2018) (Commission File No. 001-37867).10.55 MD Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Denali Intermediate Inc., Dell Inc., EMCCorporation, Denali Finance Corp., Dell International L.L.C., Michael S. Dell and the Susan Lieberman Dell Separate Property Trust(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 28,2018) (Commission File No. 001-37867).10.56 SLP Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Denali Intermediate Inc., Dell Inc., EMCCorporation, Denali Finance Corp., Dell International L.L.C., Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P.,Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P. and SLP Denali Co-Invest, L.P. and the other stockholdersnamed therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission onDecember 28, 2018) (Commission File No. 001-37867).190 Table of Contents10.57 MSD Partners Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Denali Intermediate Inc., DellInc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., MSDC Denali Investors, L.P., MSDC Denali EIV, LLC and theother stockholders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed withthe Commission on December 28, 2018) (Commission File No. 001-37867).10.58 Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, by and among the Company, MichaelS. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III,L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP DenaliCo-Invest, L.P., Venezio Investments Pte. Ltd. and the Management Stockholders party thereto (incorporated by reference to Exhibit10.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2018) (Commission File No. 001-37867).10.59 Second Amended and Restated Management Stockholders Agreement, dated as of December 25, 2018, by and among the Company,Michael S. Dell, Susan Lieberman Dell Separate Property Trust, Silver Lake Partners III, L.P., Silver Lake Technology Investors III,L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the ManagementStockholders (as defined therein) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed withthe Commission on December 28, 2018) (Commission File No. 001-37867).10.60 Amended and Restated Class C Stockholders Agreement, dated as of December 25, 2018, by and among the Company, Michael S.Dell, Susan Lieberman Dell Separate Property Trust, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake TechnologyInvestors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and Venezio Investments Pte. Ltd.(incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on December 28,2018) (Commission File No. 001-37867).10.61 Second Amended and Restated Class A Stockholders Agreement, dated as of December 25, 2018, by and among the Company,Michael S. Dell, Susan Lieberman Dell Separate Property Trust, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver LakeTechnology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the New Class AStockholders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with theCommission on December 28, 2018) (Commission File No. 001-37867).21.1†† Subsidiaries of Dell Technologies Inc.23.1†† Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Dell Technologies Inc.31.1†† Certification of Michael S. Dell, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under theSecurities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2†† Certification of Thomas W. Sweet, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a)under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1††† Certifications of Michael S. Dell, Chairman and Chief Executive Officer, and Thomas W. Sweet, Executive Vice President and ChiefFinancial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1†† Unaudited Attributed Financial Information for Class V Group.101 .INS†† XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embeddedwithin the Inline XBRL document.101 .SCH†† XBRL Taxonomy Extension Schema Document.101 .CAL†† XBRL Taxonomy Extension Calculation Linkbase Document.101 .DEF†† XBRL Taxonomy Extension Definition Linkbase Document.101 .LAB†† XBRL Taxonomy Extension Label Linkbase Document.101 .PRE†† XBRL Taxonomy Extension Presentation Linkbase Document._________________191 Table of Contents† Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Dell Technologies Inc. agrees tofurnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis uponrequest.†† Filed with this report.††† Furnished with this report.* Management contracts or compensation plans or arrangements in which directors or executive officers participate.** Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt of theCompany and its subsidiaries are not filed. The Company agrees to furnish to the Securities and Exchange Commission, upon request,a copy of each instrument with respect to issuances of such long-term debt.ITEM 16 — FORM 10-K SUMMARYNone.192 Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. DELL TECHNOLOGIES INC. By: /s/ MICHAEL S. DELL Michael S. Dell Chairman and Chief Executive Officer (Duly Authorized Officer) Date: March 29, 2019Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities indicated as of March 29, 2019:Signature Title /s/ MICHAEL S. DELL Chairman and Chief Executive OfficerMichael S. Dell (principal executive officer) /s/ DAVID W. DORMAN DirectorDavid W. Dorman /s/ EGON DURBAN DirectorEgon Durban /s/ WILLIAM D. GREEN DirectorWilliam D. Green /s/ ELLEN J. KULLMAN DirectorEllen J. Kullman /s/ SIMON PATTERSON DirectorSimon Patterson /s/ THOMAS W. SWEET Executive Vice President and Chief Financial OfficerThomas W. Sweet (principal financial officer) /s/ MAYA MCREYNOLDS Senior Vice President, Corporate Finance andMaya McReynolds Chief Accounting Officer (principal accounting officer) 193 Exhibit 4.302021 NOTES SUPPLEMENTAL INDENTURE NO. 4This 2021 NOTES SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of May 23, 2017,by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusettscorporation (together with Dell International, the “Issuers”), QTZ L.L.C., a Delaware limited liability company and a subsidiary ofDenali Intermediate Inc., a Delaware corporation (“Covenant Parent”), Dell Global Holdings XIII L.L.C., a Delaware limited liabilitycompany and a subsidiary of Covenant Parent (together with QTZ L.L.C., the “Guaranteeing Subsidiaries” and each a “GuaranteeingSubsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).W I T N E S S E T HWHEREAS, the Issuers are party to an indenture, dated as of June 22, 2016 (the “Base Indenture”), as supplemented by(i) the 2021 Notes Supplemental Indenture No. 1, dated as of June 22, 2016, (ii) the First Supplemental Indenture, dated as ofSeptember 6, 2016, (iii) the 2021 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, and (iv) the 2021 NotesSupplemental Indenture No. 3, dated as of September 7, 2016 (the supplemental indentures referred to in clauses (i) through (iv),together with the Base Indenture and this Supplemental Indenture, and as further amended and supplemented, the “Indenture”),providing for the issuance of $1,625,000,000 aggregate principal amount of 5.875% Senior Notes due 2021 (the “Notes”);WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute anddeliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on ajoint and several basis with the other Guarantors, all of the Issuers’ Obligations under the Notes and the Indenture on the terms andconditions set forth herein and under the Indenture (the “Note Guarantee”); andWHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture to amend or supplement the Indenture without the consent of any Holder of any series of Notes.NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the2021 Notes as follows:(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them inthe Indenture.(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture andto be bound by the terms of the Indenture applicable to a Guarantor, including Article 10 thereof.(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full forceand effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the 2021 Notes. 2(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shallbe an original, but all of them together represent the same agreement.(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the constructionhereof.(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity orsufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely bythe Guaranteeing Subsidiaries.[Signature Page Follows]IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of thedate first above written.ISSUERS:DELL INTERNATIONAL L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryEMC CORPORATIONBy: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryGUARANTEEING SUBSIDIARIES:DELL GLOBAL HOLDINGS XIII L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryQTZ L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeBy: /s/ R. Tarnas Name: R. Tarnas Title: Vice President Exhibit 4.312024 NOTES SUPPLEMENTAL INDENTURE NO. 4This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”), dated as of May 23, 2017,by and among Dell International L.L.C., a Delaware limited liability company (“Dell International”), EMC Corporation, a Massachusettscorporation (together with Dell International, the “Issuers”), QTZ L.L.C., a Delaware limited liability company and a subsidiary ofDenali Intermediate Inc., a Delaware corporation (“Covenant Parent”), Dell Global Holdings XIII L.L.C., a Delaware limited liabilitycompany and a subsidiary of Covenant Parent (together with QTZ L.L.C., the “Guaranteeing Subsidiaries” and each a “GuaranteeingSubsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).W I T N E S S E T HWHEREAS, the Issuers are party to an indenture, dated as of June 22, 2016 (the “Base Indenture”), as supplemented by(i) the 2024 Notes Supplemental Indenture No. 1, dated as of June 22, 2016, (ii) the First Supplemental Indenture, dated as ofSeptember 6, 2016, (iii) the 2024 Notes Supplemental Indenture No. 2, dated as of September 7, 2016, and (iv) the 2024 NotesSupplemental Indenture No. 3, dated as of September 7, 2016 (the supplemental indentures referred to in clauses (i) through (iv),together with the Base Indenture and this Supplemental Indenture, and as further amended and supplemented, the “Indenture”),providing for the issuance of $1,625,000,000 aggregate principal amount of 7.125% Senior Notes due 2024 (the “Notes”);WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute anddeliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on ajoint and several basis with the other Guarantors, all of the Issuers’ Obligations under the Notes and the Indenture on the terms andconditions set forth herein and under the Indenture (the “Note Guarantee”); andWHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture to amend or supplement the Indenture without the consent of any Holder of any series of Notes.NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the2024 Notes as follows:(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them inthe Indenture.(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture andto be bound by the terms of the Indenture applicable to a Guarantor, including Article 10 thereof.(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full forceand effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the 2024 Notes. 2(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shallbe an original, but all of them together represent the same agreement.(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the constructionhereof.(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity orsufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely bythe Guaranteeing Subsidiaries.[Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of thedate first above written.DELL INTERNATIONAL L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryEMC CORPORATIONBy: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryGUARANTEEING SUBSIDIARIES:DELL GLOBAL HOLDINGS XIII L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryQTZ L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretary[Signature Page to 2024 Notes Supplemental Indenture No. 4] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeBy: /s/ R. Tarnas Name: R. Tarnas Title: Vice President[Signature Page to 2024 Notes Supplemental Indenture No. 4] Exhibit 4.322019 NOTES SUPPLEMENTAL INDENTURE NO. 42021 NOTES SUPPLEMENTAL INDENTURE NO. 42023 NOTES SUPPLEMENTAL INDENTURE NO. 42026 NOTES SUPPLEMENTAL INDENTURE NO. 42036 NOTES SUPPLEMENTAL INDENTURE NO. 42046 NOTES SUPPLEMENTAL INDENTURE NO. 4This 2019 NOTES SUPPLEMENTAL INDENTURE NO. 4, 2021 NOTES SUPPLEMENTAL INDENTURE NO. 4, 2023NOTES SUPPLEMENTAL INDENTURE NO. 4, 2026 NOTES SUPPLEMENTAL INDENTURE NO. 4, 2036 NOTESSUPPLEMENTAL INDENTURE NO. 4 and 2046 NOTES SUPPLEMENTAL INDENTURE NO. 4 (collectively, this “SupplementalIndenture”), dated as of May 23, 2017, by and among Dell International L.L.C., a Delaware limited liability company (“DellInternational”), EMC Corporation, a Massachusetts corporation (together with Dell International, the “Issuers”), QTZ L.L.C., a Delawarelimited liability company and a subsidiary of Denali Intermediate Inc., a Delaware corporation (“Covenant Parent”), Dell GlobalHoldings XIII L.L.C., a Delaware limited liability company and a subsidiary of Covenant Parent (together with QTZ L.L.C., the“Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N.A., astrustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”).W I T N E S S E T HWHEREAS, the Issuers are party to an indenture, dated as of June 1, 2016 (the “Base Indenture”), as supplemented by(i) the Supplemental Indenture No. 1 for each series of Notes (as defined below), dated as of June 1, 2016, (ii) the First SupplementalIndenture, dated as of September 6, 2016, (iii) Supplemental Indenture No. 2 for each series of Notes, dated as of September 7, 2016,and (iv) Supplemental Indenture No. 3 for each series of Notes, dated as of September 7, 2016 (the supplemental indentures referred toin clauses (i) through (iv), together with the Base Indenture and this Supplemental Indenture, and as further amended andsupplemented, the “Indenture”), providing for the issuance of $3,750,000,000 aggregate principal amount of 3.480% First Lien Notesdue 2019 (the “2019 Notes”), $4,500,000,000 aggregate principal amount of 4.420% First Lien Notes due 2021 (the “2021 Notes”),$3,750,000,000 aggregate principal amount of 5.450% First Lien Notes due 2023 (the “2023 Notes”), $4,500,000,000 aggregateprincipal amount of 6.020% First Lien Notes due 2026 (the “2026 Notes”), $1,500,000,000 aggregate principal amount of 8.100% FirstLien Notes due 2036 (the “2036 Notes”) and $2,000,000,000 aggregate principal amount of 8.350% First Lien Notes due 2046 (the“2046 Notes” and together with the 2019 Notes, 2021 Notes, 2023 Notes, 2026 Notes and 2036 Notes, the “Notes” and each a “seriesof Notes”);WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute anddeliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on ajoint and several basis with the other Guarantors, all of the Issuers’ Obligations under the Notes and the Indenture on the terms andconditions set forth herein and under the Indenture (the “Note Guarantee”); andWHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture to amend or supplement the Indenture without the consent of any Holder of any series of Notes. 2NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of theNotes as follows:(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them inthe Indenture.(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture andto be bound by the terms of the Indenture applicable to a Guarantor, including Article 10 thereof.(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full forceand effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shallbe an original, but all of them together represent the same agreement.(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the constructionhereof.(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity orsufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely bythe Guaranteeing Subsidiaries.[Signature Page Follows]IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of thedate first above written.ISSUERS:DELL INTERNATIONAL L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryEMC CORPORATIONBy: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryGUARANTEEING SUBSIDIARIES:DELL GLOBAL HOLDINGS XIII L.L.C. By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryQTZ L.L.C.By: /s/ Janet B. Wright Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryTHE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trusteeand Notes Collateral AgentBy: /s/ R. Tarnas Name: R. Tarnas Title: Vice President Exhibit 4.33JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENTMay 23, 2017Reference is hereby made to the Registration Rights Agreement, dated as of June 1, 2016 (the “Registration RightsAgreement”), by and among DIAMOND 1 FINANCE CORPORATION, a Delaware corporation, which merged with and into DellInternational L.L.C., a Delaware limited liability company (“DILLC”), DIAMOND 2 FINANCE CORPORATION, a Delawarecorporation, which merged with and into EMC Corporation, a Massachusetts corporation (together with DILLC, the “Issuers”) and theRepresentatives on behalf of the several Initial Purchasers, as previously supplemented by the Joinder Agreement to the RegistrationRights Agreement, dated September 7, 2016, among the Issuers, the guarantors party thereto and the Representatives, concerningregistration rights relating to the Issuers’ (i) $3,750,000,000 aggregate principal amount of their 3.480% First Lien Notes due 2019 (the“2019 Notes”), (ii) $4,500,000,000 aggregate principal amount of their 4.420% First Lien Notes due 2021 (the “2021 Notes”), (iii)$3,750,000,000 aggregate principal amount of their 5.450% First Lien Notes due 2023 (the “2023 Notes”), (iv) $4,500,000,000aggregate principal amount of their 6.020% First Lien Notes due 2026 (the “2026 Notes”), (v) $1,500,000,000 aggregate principalamount of their 8.100% First Lien Notes due 2036 (the “2036 Notes”) and (vi) $2,000,000,000 aggregate principal amount of their8.350% First Lien Notes due 2046 (the “2046 Notes” and, together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026Notes and the 2036 Notes, the “Notes”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and usedherein shall have the meanings given them in the Registration Rights Agreement.1. Joinder of the Guarantors. Each of the undersigned hereby acknowledges that it has received a copy of theRegistration Rights Agreement and absolutely, unconditionally and irrevocably acknowledges and agrees that by its execution anddelivery hereof it shall (i) join and become a party to the Registration Rights Agreement and be deemed to be a Guarantor under theRegistration Rights Agreement; (ii) be bound by all covenants, agreements and acknowledgements applicable to such party as set forthin and in accordance with the terms of the Registration Rights Agreement; and (iii) perform all obligations and duties as required of it asa Guarantor in accordance with the Registration Rights Agreement.2. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVES ANYRIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATINGTO THIS JOINDER AGREEMENT.3. Counterparts. This Joinder Agreement may be executed in any number of counterparts and by the parties hereto inseparate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constituteone and the same agreement.4. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval toany departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.5. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit orotherwise affect the meaning hereof. IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.DELL GLOBAL HOLDINGS XIII L.L.C.By: /s/ Janet B Wright__________________ Name: Janet B. Wright Title: Senior Vice President and AssistantSecretaryQTZ L.L.C.By: /s/ Janet B Wright__________________ Name: Janet B. Wright Title: Senior Vice President and AssistantSecretary[Signature Page to Joinder to Registration Rights Agreement] Exhibit 10.45DELL TECHNOLOGIES INC.Amended and RestatedCompensation Program for Independent Non-Employee DirectorsEach independent non-employee member of the Board of Directors (“Board”) of Dell Technologies Inc. (the “Company”) shall beentitled to the payments described below while serving as a director on the Board. Other directors of the Board shall receive nocompensation for their Board service. Any director compensation policies enacted from time to time hereafter are deemed to beincorporated herein upon their effective date, except as otherwise provided therein.EFFECTIVE DATE: December 28, 2018ANNUAL COMPENSATION:•Annual Board Retainer: $300,000, payable as follows:⎯$75,000 in cash (the “Annual Cash Retainer”), unless the independent non-employee director (hereafter, a “director”)makes a timely election to receive all or a portion of the Annual Cash Retainer in the form of deferred stock units overClass C common stock of the Company (“Class C Shares,” and such units, “DSUs”) (subject to the limitations describedbelow), and⎯$225,000 (the “Annual Stock Retainer”), as follows:o50% in options to purchase Class C Shares (“Options”); ando50% in restricted stock units that settle in Class C Shares (“DTAs”);unless the director makes a timely election to receive all or a portion of the DTAs as DSUs (subject to the limitations describedbelow), in which case the director shall receive DSUs in lieu of such DTAs.•Committee Chair Retainers: $25,000, all payable in cash unless the director makes a timely election to receive such payment inDSUs (subject to the limitations described below), in which case the director shall receive DSUs in lieu of such cash payment.•Sign-On Equity Grant: $1,000,000, paid in Options.•All of the foregoing equity-based awards will be granted under the Dell Technologies Inc. 2013 Stock Incentive Plan, asamended and restated from time to time (the “Plan”), with the Sign-On Equity Grant being made as soon as practicable after thedirector becomes a board member, and with all other awards being granted annually. The Sign-On Equity Grant vests annuallyin equal installments over four years from the date of grant with full acceleration of outstanding Options subject thereto in theevent of death, permanent disability, termination without Cause, or a Change in Control, as Cause and Change in Control aredefined in the Plan. The other equity awards are subject to vesting as described below. TIMING OF ELECTIONS:•Generally: An election must be made prior to the beginning of the calendar year to which it relates.•New directors: Each new director may make an election within 30 days after becoming a director, but this election will onlyapply to the portion of the Annual Board Retainer, Committee Chair Retainer (if applicable) or DTA grant earned after the dateof the election.•Once the calendar year to which an election relates commences, the election is irrevocable with respect to that year. A directormay submit a new election for each subsequent calendar year prior to the beginning of that calendar year (and, if no newelection is submitted, the current election will remain in effect for subsequent years as provided in the election form).INDIVIDUAL COMPENSATION ELECTIONS:•Directors may elect the form of payment of their compensation on an individual basis.•Elections must be made in multiples as follows:⎯Allocation of the Annual Cash Retainer between DSUs and cash must be made in multiples of 25%.⎯Allocation of the DTA portion of the Annual Stock Retainer to DSUs must be made in multiples of 25%.⎯Election to receive DSUs (in lieu of cash) for a Committee Chair Retainer must be made in multiples of 25%. ANNUAL BOARD RETAINER SUMMARYPaymentFormMaximumAllocationPaymentTiming /Transfer RestrictionsVesting+Default Form ofPayment?Cash$75,000Lump sum following annual shareholdersmeeting. A director appointed other than pursuantto election at the annual meeting shall be entitledto pro-rated payment of the annual retainer fee forthe partial year of service, payable in a lump sumupon his or her commencement of service on theBoard.Not applicableYes(for $75,000 of the$300,000 retainer) DTAs$112,500*Granted on or after the date of the Company’sannual shareholders meeting and settling in ClassC Shares following vesting. A director appointedother than pursuant to election at the annualmeeting shall be entitled to the pro-rated portionof the annual DTA grant for the partial year ofservice, payable on or after his or hercommencement of service on the Board.The Class C Shares received in settlement of theDTAs are subject to certain transfer restrictions asset forth in the Company’s Amended andRestated Management Stockholders Agreement(the “MSA”).Cliff vesting after oneyearYes(for $112,500 of the$300,000 retainer)Options$112,500*Granted on or after the date of the Company’sannual shareholders meeting and exercisable forthe underlying Class C Shares when vested. Adirector appointed other than pursuant to electionat the annual meeting shall be entitled to the pro-rated portion of the annualOption grant for the partial year of service,payable on or after his or her commencement ofservice on the Board.The Class C Shares acquired upon exercise aresubject to certain transfer restrictions as set forthin the MSA.Cliff vesting after oneyearYes(for $112,500 of the$300,000 retainer) DSUs$187,500*Granted on or after the date of the Company’sannual shareholders meeting (or, if a director isappointed other than pursuant to election at theannual meeting, at a time following suchappointment determined by the Board that iscompliant with Internal Revenue Code Section409A) and settled in Class C Shares on the earlierof (i) the termination of service as a director forany reason and (ii) a Change in Control (asdefined in the Plan) that also constitutes a“change in control event” under Internal RevenueCode Section 409A regulations.Cliff vesting after oneyear.No(Director may elect toreceive all or a portionof the Annual CashRetainer and the DTAsas DSUs)*The actual number of DTAs, Options and DSUs that will be granted will be determined by dividing the portion of the Annual BoardRetainer allocated to such award by the fair market value of Class C Shares (or, for Options, by the “fair value” of Class C Sharesdetermined using a Black-Scholes or binominal valuation model or such other valuation methodology as the Board may approve).+ Upon the director’s termination from the Board:⎯Vesting of unvested awards is fully accelerated in event of death, permanent disability or a termination without Cause(as defined in the Plan).⎯All unvested equity awards are forfeited upon termination for Cause (as defined in the Plan).⎯Vested Options will remain exercisable until the earliest of (i) the nine-month anniversary of the date of termination, (ii)the expiration of the Option’s 10-year term and (iii) the date on which the director is terminated for Cause (as defined inthe Plan).+ All outstanding DTAs, Options and DSUs will vest on a Change in Control (as defined in the Plan).COMMITTEE CHAIR RETAINER SUMMARYPaymentFormMaximum AllocationPayment TimingVesting+Default Form ofPayment?Cash100%Lump sum following annual meeting.Not applicableYes DSUs100%Settled in Class C Shares on the earlier of(i) the termination of service as a directorfor any reason and (ii) a Change inControl (as defined in the Plan) that alsoconstitutes a “change in control event”under Internal Revenue Code Section409A regulations.Cliff vesting after oneyear*No(Director may elect toreceive all or a portionof the Committee ChairRetainer as DSUs)* See Annual Board Retainer Summary for how the number of DSUs granted is determined.+See Annual Board Retainer Summary for vesting of DSUs upon termination and Change in Control (as defined in the Plan).The Company does not pay any Board retainers or fees or provide any Board equity grants not set forth above. These retainers, fees, orgrants may be modified or adjusted from time to time as determined by the Board.This Amended and Restated Compensation Program for Independent Non-Employee Directors supersedes all prior agreements orpolicies concerning director compensation. Exhibit 21.1Dell Technologies Inc. Subsidiary ListCompany NameCountry3401 Hillview LLCUnited States900 West Park Drive LLCUnited StatesA.W.S. Holding, LLCUnited StatesAetherPal (INDIA) Private LimitedIndiaAetherPal Inc.United StatesAirWatch LLCUnited StatesArkinnet Software Private LimitedIndiaASAP Software Express IncUnited StatesBoomi LE UK LimitedUnited KingdomBoomi, Inc.United StatesBracknell Boulevard (Block C) LLCUnited StatesBracknell Boulevard (Block D) LLCUnited StatesBracknell Boulevard Management Company LimitedUnited KingdomBranch of Dell (Free Zone Company L.L.C)Saudi ArabiaCloudHealth Technologies (Singapore) Pte. Ltd.SingaporeCloudHealth Technologies Australia Pty. Ltd.AustraliaCloudHealth Technologies France SARLFranceCloudHealth Technologies Germany GmbHGermanyCloudHealth Technologies UK Ltd.United KingdomCloudHealth Technologies, LLCUnited StatesConchango LimitedUnited KingdomCredant Technologies International, Inc.United StatesCredant Technologies, Inc.United StatesData Domain International III LLCUnited StatesData Domain LLCUnited StatesData General International Inc.United StatesDCC Executive Security Inc.United StatesDell (Chengdu) Company LimitedChinaDell (China) Company LimitedChinaDell (China) Company Limited - Beijing BranchChinaDell (China) Company Limited - Beijing Information Technology Branch OfficeChinaDell (China) Company Limited - Dalian BranchChinaDell (China) Company Limited - Guangzhou BranchChinaDell (China) Company Limited - Hang Zhou Liaison OfficeChinaDell (China) Company Limited - Nanjing Liaison OfficeChinaDell (China) Company Limited - Shanghai BranchChinaDell (China) Company Limited - Shen Zhen Liaison OfficeChinaDell (China) Company Limited - Shenzhen BranchChinaDell (China) Company Limited - Xiamen BranchChinaDell (PS) LimitedIrelandDell (Switzerland) GmbHSwitzerlandDell (Xiamen) Company LimitedChinaDell (Xiamen) Company Limited - Dalian BranchChinaDell A/SDenmarkDell ABSweden1 Dell America Latina Corp, Argentina BranchArgentinaDell America Latina Corp.United StatesDell ASNorwayDell Asia Holdings Pte. Ltd.SingaporeDell Asia Pacific Sdn. Bhd.MalaysiaDell Asset Revolving Trust-BUnited StatesDell Asset Syndication L.L.C.United StatesDell Australia Holding Pty LtdAustraliaDell Australia Pty LimitedAustraliaDell B.V.NetherlandsDell B.V., Taiwan BranchTaiwanDell Bank International Designated Activity CompanyIrelandDell Bank International Designated Activity Company, Sucursal en EspañaSpainDell Canada Inc.CanadaDell Colombia IncUnited StatesDell Colombia Inc - Colombia BranchColombiaDell Computadores do Brasil - Curitiba BranchBrazilDell Computadores do Brasil - Hortolandia/SP Branch (A)BrazilDell Computadores do Brasil - Hortolandia/SP Branch (B)BrazilDell Computadores do Brasil - Porto Alegre BranchBrazilDell Computadores do Brasil - Sao Paulo Branch (Avenida Prestes Maia)BrazilDell Computadores do Brasil - Sao Paulo Branch (Rua James Joule)BrazilDell Computadores do Brasil - Sao Paulo Branch (Rua Verbo Divino)BrazilDell Computadores do Brasil Ltda.BrazilDell Computer (Pty) LimitedSouth AfricaDELL Computer , spol. s r.o.Czech RepublicDell Computer De Chile Ltda.ChileDell Computer EEIGUnited KingdomDell Computer Holdings L.P.United StatesDell Computer SASpainDell Computer Services de Mexico S.A. de C.V.MexicoDell Conduit Funding-B L.L.C.United StatesDell Conduit Funding-C L.L.C.United StatesDell Corporation (Thailand) Co., Ltd.ThailandDell Corporation LimitedUnited KingdomDell Costa Rica SACosta RicaDell Depositor L.L.C.United StatesDell DFS CorporationUnited StatesDell DFS Group Holdings L.L.C.United StatesDell DFS Holdings KftHungaryDell DFS Holdings LLCUnited StatesDell DirectIrelandDell El Salvador, LimitadaEl SalvadorDell Emerging Markets (EMEA) LimitedUnited KingdomDell Emerging Markets (EMEA) LimitedJordanDell Emerging Markets (EMEA) LimitedTunisiaDell Emerging Markets (EMEA) Limited - Egypt Representative OfficeEgyptDell Emerging Markets (EMEA) Limited - Representative OfficeLebanonDell Emerging Markets (EMEA) Limited (Kazakhstan Representative Office)KazakhstanDell Emerging Markets (EMEA) Limited (Kenya Branch)Kenya2 Dell Emerging Markets (EMEA) Limited (Uganda Representative Office)UgandaDell Emerging Markets (EMEA) Limited External Company (Ghana)GhanaDell Emerging Markets (EMEA) Limited Trade Representative Office (Bulgaria)BulgariaDELL EMERGING MARKETS (EMEA) LIMITED za usluge, Podružnica ZagrebCroatiaDell Equipment Finance Trust 2014-1United StatesDell Equipment Finance Trust 2015-1United StatesDell Equipment Finance Trust 2015-2United StatesDell Equipment Finance Trust 2016-1United StatesDell Equipment Finance Trust 2017-1United StatesDell Equipment Finance Trust 2017-2United StatesDell Equipment Finance Trust 2018-1United StatesDell Equipment Finance Trust 2018-2United StatesDell Equipment Finance Trust 2019-1United StatesDell Equipment Funding LPUnited StatesDell Equipment GP LLCUnited StatesDell Federal Systems CorporationUnited StatesDell Federal Systems GP L.L.C.United StatesDell Federal Systems L.P.United StatesDell Federal Systems LP L.L.C.United StatesDell Financial Services Canada LimitedCanadaDell Financial Services L.L.C.United StatesDell Financial Services Pty LtdAustraliaDell Financial Services Pty LtdNew ZealandDell Funding L.L.C.United StatesDell FZ-LLCUnited Arab EmiratesDell FZ-LLC - Abu Dhabi BranchUnited Arab EmiratesDell FZ-LLC - BAHRAIN BRANCHBahrainDell FZ-LLC - Dubai BranchUnited Arab EmiratesDell FZ-LLC - Qatar BranchQatarDell Gesellschaft m.b.HAustriaDell Global B.V.NetherlandsDell Global B.V. - Bangladesh Liaison OfficeBangladeshDell Global B.V. - Pakistan Liaison OfficePakistanDell Global B.V. - Philippines Representative OfficePhilippinesDell Global B.V. - Sri Lanka Liaison / Representative OfficeSri LankaDell Global B.V. (Singapore Branch)SingaporeDell Global Business Center Sdn. Bhd.MalaysiaDell Global Holdings III B.V.NetherlandsDell Global Holdings L.L.C.United StatesDell Global Holdings VII LLCUnited StatesDell Global Holdings X L.L.C.United StatesDell Global Holdings XII L.L.C.United StatesDell Global Holdings XIV L.L.C.United StatesDell Global Holdings XV L.L.C.United StatesDell GmbHGermanyDell GmbH - Munich BranchGermanyDell Guatemala, Ltda.GuatemalaDell Hong Kong LimitedHong KongDell Hungary Technology Solutions Trade LLCHungaryDell III - Comercio de Computadores, Unipessoal LdaPortugal3 Dell Inc.United StatesDell Information Technology (Kunshan) Company LimitedChinaDell International Holdings IX B.V.NetherlandsDell International Holdings KftHungaryDell International Holdings LimitedUnited KingdomDell International Holdings SASFranceDell International Holdings VIII B.V.NetherlandsDell International Inc. (Korea)Korea, Republic ofDell International L.L.C.United StatesDell International Services India Private LimitedIndiaDell International Services Philippines, Inc.PhilippinesDell Japan IncJapanDell Latinoamerica, S. de R.L.PanamaDell Leasing Mexico S. de RL de C.V.MexicoDell Leasing Mexico Services S. de. R.L. de C.V.MexicoDell LLCRussian FederationDell Marketing CorporationUnited StatesDell Marketing GP L.L.C.United StatesDell Marketing L.P.United StatesDell Marketing LP L.L.C.United StatesDell Mexico S.A. de C.V.MexicoDell Morocco SASMoroccoDell New Zealand LimitedNew ZealandDell NVBelgiumDell Panama S de RLPanamaDell Peru S.A.C.PeruDell Procurement (Xiamen) Company LimitedChinaDell Procurement (Xiamen) Company Limited - Shanghai BranchChinaDell Procurement (Xiamen) Company Limited - Shenzhen BranchChinaDell Procurement (Xiamen) Company Limited - Shenzhen Liaison OfficeChinaDell Product and Process Innovation Services Corp.United StatesDell ProductsIrelandDell Products (Poland) Sp.z.o.o.PolandDell Products CorporationUnited StatesDell Products GP LLCUnited StatesDell Products L.P.United StatesDell Products LP L.L.C.United StatesDell Protective Services Inc.United StatesDell Puerto Rico Corp.Puerto RicoDell Receivables CorporationUnited StatesDell Receivables GP LLCUnited StatesDell Receivables L.P.United StatesDell Receivables LP LLCUnited StatesDell Revolver Company L.P.United StatesDell Revolver Funding L.L.C.United StatesDell Revolver GP L.L.C.United StatesDell Revolving Transferor L.L.C.United StatesDell S.à r.lLuxembourgDell S.p.A.ItalyDell s.r.o.Slovakia4 Dell SAFranceDell SASwitzerlandDell Sales Malaysia Sdn. Bhd.MalaysiaDell SASMoroccoDell Services (China) Company LimitedChinaDell Services (China) Company Limited - Beijing Consulting BranchChinaDell Services (China) Company Limited - Shanghai BranchChinaDell Services GmbHGermanyDell Singapore Pte. Ltd.SingaporeDell Sp. z o.o.PolandDell Systems (UK) LimitedUnited KingdomDell Systems Applications Solutions, Inc.United StatesDell Systems TSI (Hungary) Likviditásmenedzsment Korlátolt Felelısségő TársaságHungaryDell Taiwan B.V.NetherlandsDell Taiwan B.V., Taiwan BranchTaiwanDell Technologies Inc.United StatesDell Technology & Solutions Israel LtdIsraelDell Technology & Solutions LLCQatarDell Technology & Solutions Nigeria LimitedNigeriaDell Technology Products And Services SAGreeceDell Technology S.R.L.RomaniaDell Teknoloji Limited SirketiTurkeyDell Teknoloji Limited Sirketi - Ankara BranchTurkeyDell Trading (Kunshan) Company LimitedChinaDell USA CorporationUnited StatesDell USA GP L.L.C.United StatesDell USA L.P.United StatesDell USA LP LLCUnited StatesDell Vendor Finance Facility 2017 L.L.C.United StatesDell World Trade CorporationUnited StatesDell World Trade GP L.L.C.United StatesDell World Trade L.P.United StatesDell World Trade LP L.L.C.United StatesDenali Finance Corp.United StatesDenali Intermediate Inc.United StatesDFS B.V.NetherlandsDIH VII C.V.NetherlandsDIH VIII C.V.NetherlandsDIH X C.V.NetherlandsDIH XI C.V.NetherlandsECM Software Group LimitedCyprusEMC (Benelux) B.V.NetherlandsEMC Australia Pty LimitedAustraliaEMC Brasil Serviços De Ti LTDA.BrazilEMC Brasil Serviços De Ti LTDA. - Rio de Janeiro/RJ BranchBrazilEMC Brasil Serviços De Ti LTDA. - Sau Paulo/SP BranchBrazilEMC Chile S.A.ChileEMC Computer Storage Systems (Sales & Services) Ltd.IsraelEMC Computer SystemsQatarEMC Computer Systems (Benelux) B.V.Netherlands5 EMC Computer Systems (China) Co., Ltd.ChinaEMC Computer Systems (China) Co., Ltd. - Changsha Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Chengdu Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Chongqing Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Fuzhou Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Guangzhou Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Hangzhou Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Hefei Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Jinan Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Kunming Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Nanjing Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Nanning Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Qingdao Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Shanghai Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Shenyang Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Shenzhen Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Shenzhen Futian Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Urumqi Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Wuhan Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Xian Branch OfficeChinaEMC Computer Systems (China) Co., Ltd. - Zhengzhou Branch OfficeChinaEMC Computer Systems (FE) LimitedHong KongEMC Computer Systems (FE) Limited, Macau Representative OfficeMacaoEMC Computer Systems (FE) Limited, Taiwan BranchTaiwanEMC Computer Systems (Malaysia) Sdn. Bhd.MalaysiaEMC Computer Systems (S A) (Pty) LtdSouth AfricaEMC Computer Systems (South Asia) Pte. Ltd.SingaporeEMC Computer Systems (South Asia) Pte. Ltd. - Bangladesh Liaison OfficeBangladeshEMC Computer Systems (South Asia) Pte. Ltd. (Myanmar Branch)MyanmarEMC Computer Systems (U.K.) LimitedUnited KingdomEMC Computer Systems AGSwitzerlandEMC Computer Systems Argentina S.A.ArgentinaEMC Computer Systems Austria GmbHAustriaEMC Computer Systems Austria GmbH (“Rep Office in Egypt”)EgyptEMC Computer Systems Austria GmbH - Abu DhabiUnited Arab EmiratesEMC Computer Systems Austria GmbH – Representative Office SkopjeMacedoniaEMC Computer Systems Austria GmbH ("Ghana External Company")GhanaEMC Computer Systems Austria GmbH ("Rep Office in Bahrain")BahrainEMC Computer Systems Austria GmbH ("Rep Office in Jordan")JordanEMC Computer Systems Austria GmbH ("Saudi Arabia" branch)Saudi ArabiaEMC Computer Systems Austria GmbH (“Branch in Kenya”)KenyaEMC Computer Systems Austria GmbH atstovybė ("Representative Office in Lithuania")LithuaniaEMC Computer Systems Austria GmbH Eesti filiaalEstoniaEMC Computer Systems Austria GmbH, organizacna zlozkaSlovakiaEMC Computer Systems Austria GmbH, podruznica LjubljanaSloveniaEMC Computer Systems Bilgisayar Sistemleri Ticaret A.S.TurkeyEMC Computer Systems Brasil Ltda.BrazilEMC Computer Systems Brasil Ltda. – Barueri Branch (Alameda Rio Negro 161)BrazilEMC Computer Systems Brasil Ltda. – Barueri Branch (Tamboré 1180)Brazil6 EMC Computer Systems Brasil Ltda. – Brasilia BranchBrazilEMC Computer Systems Brasil Ltda. – Eldorado BranchBrazilEMC Computer Systems Brasil Ltda. – Rio de Janeiro Branch (Américas 3443)BrazilEMC Computer Systems Brasil Ltda. – Rio de Janeiro Branch (Rua Paulo Enídio Barbosa )BrazilEMC Computer Systems Brasil Ltda. – Sao Paulo Branch (Embaixador Macedo Soares 10735)BrazilEMC Computer Systems Brasil Ltda. – São Paulo Branch (Rua Verbo Divino 1488)BrazilEMC Computer Systems Danmark A/SDenmarkEMC Computer Systems France S.A.S.FranceEMC Computer Systems Italia S.p.A.ItalyEMC Computer Systems Mexico, S.A. de CVMexicoEMC Computer Systems Philippines, Inc.PhilippinesEMC Computer Systems Poland Sp. z o.o.PolandEMC Computer Systems Spain, S.A. - Sucursal PortugalPortugalEMC Computer Systems Spain, S.A.U.SpainEMC Computer Systems Venezuela, S.A.Venezuela, Bolivarian Republic ofEMC Computer-Systems ASNorwayEMC Computer-Systems OYFinlandEMC Consulting (UK) LimitedUnited KingdomEMC CorporationUnited StatesEMC Corporation of CanadaCanadaEMC Czech Republic s.r.o.Czech RepublicEMC del Peru, S.A.PeruEMC Egypt Service Center LimitedEgyptEMC Equity Assets LLCUnited StatesEMC Europe LimitedUnited KingdomEMC Global Holdings CompanyUnited StatesEMC Global Holdings CompanyAustraliaEMC Group 2BermudaEMC Hungary Trading and Servicing Ltd.HungaryEMC Information System Egypt Limited LTDEgyptEMC Information Systems (Thailand) LimitedThailandEMC Information Systems CISRussian FederationEMC Information Systems Colombia Ltda.ColombiaEMC Information Systems InternationalIrelandEMC Information Systems Kazakhstan LLPKazakhstanEMC Information Systems Management LimitedIrelandEMC Information Systems Management LimitedFranceEMC Information Systems Management LimitedHong KongEMC Information Systems Management Limited Singapore BranchSingaporeEMC Information Systems Management Limited, German BranchGermanyEMC Information Systems Morocco LimitedMoroccoEMC Information Systems N.V.BelgiumEMC Information Systems Nigeria LimitedNigeriaEMC Information Systems Pakistan (Private) LimitedPakistanEMC Information Systems Sweden ABSwedenEMC Information Technology Research & Development (Beijing) Co., Ltd.ChinaEMC Information Technology Research & Development (Chengdu) Co., Ltd.ChinaEMC Information Technology Research & Development (Shanghai) Co., Ltd.China7 EMC International CompanyIrelandEMC International U.S. Holdings L.L.C.United StatesEMC Investment CorporationUnited StatesEMC IP Holding Company LLCUnited StatesEMC Ireland HoldingsIrelandEMC Israel Advanced Information Technologies Ltd.IsraelEMC Israel Development Center Ltd.IsraelEMC IT Solutions India Private LimitedIndiaEMC Japan K.K.JapanEMC Luxembourg S.à.r.l.LuxembourgEMC Mexico Servicios, S.A. de C.V.MexicoEMC Middle EastUnited Arab EmiratesEMC New Zealand Corporation LimitedNew ZealandEMC Puerto Rico, Inc.United StatesEMC Research and Development CentreRussian FederationEMC Software and Services India Private LimitedIndiaEMC South Street Investments LLCUnited StatesEMC St. Petersburg Development CentreRussian FederationEMC Technology India Private LimitedIndiaEvolutionary CorporationUnited StatesFlanders Road Holdings LLCUnited StatesForce10 Networks Global, Inc.United StatesForce10 Networks International, Inc.United StatesForce10 Networks Singapore Pte. Ltd.SingaporeForce10 Networks Singapore Pte. Ltd., Hong Kong BranchHong KongForce10 Networks, Inc.United StatesGoPivotal (UK) LimitedUnited KingdomGoPivotal Israel Ltd.IsraelGoPivotal Italia S.r.l.ItalyGoPivotal Netherlands B.V.NetherlandsGoPivotal Singapore Pte. LimitedSingaporeGoPivotal Software India Private LimitedIndiaGPVTL Canada Inc.CanadaHankook EMC Computer Systems Chusik HoesaKorea, Republic ofHankook EMC Computer Systems Chusik HoesaHong KongHeptio LLCUnited StatesHeptio UK LimitedUnited KingdomImmidio B.V.NetherlandsInformation Systems EMC Greece S.A.GreeceIomega Holdings CorporationUnited StatesIomega LLCUnited StatesIsilon Systems International LLCUnited StatesIsilon Systems LLCUnited StatesiWave Software LLCUnited StatesLiaison Office (Bureau d'Etudes) of EMC Computer Systems Austria GmbHMoroccoLicense Technologies Group, Inc.United StatesLikewise Software LLCUnited StatesLLC “EMC Information Systems Ukraine”UkraineLLC Dell UkraineUkraineMaginatics LLCUnited States8 More I.T. Resources Ltd.IsraelNBT Investment Partners LLCUnited StatesNetWitness International LLCUnited StatesNewfound Investment Partners LLCUnited StatesNicira, Inc.United StatesOptiGrowth Capital S.a.r.lLuxembourgOy Dell ABFinlandPerot Systems India FoundationIndiaPivotal Brasil Consultoria em Technologia da Informacao Ltda.BrazilPivotal Group 1 LimitedBermudaPivotal Group 2BermudaPivotal Japan K.K.JapanPivotal Labs Sydney Pty LtdAustraliaPivotal Software Australia Pty LimitedAustraliaPivotal Software Deutschland GmbHGermanyPivotal Software France S.A.S.FrancePivotal Software InternationalIrelandPivotal Software International HoldingsIrelandPivotal Software Korea Ltd.Korea, Republic ofPivotal Software, Inc.United StatesPivotal Technology (Beijing) Co., Ltd.ChinaPivotal Technology (Beijing) Co., Ltd. - Shanghai BranchChinaPT Dell IndonesiaIndonesiaPT EMC Information SystemsIndonesiaPT VMware Software IndonesiaIndonesiaQTZ L.L.C.United StatesRepresentative Office of Dell Global B.V. in HanoiVietnamRepresentative Office of Dell Global B.V. in Ho Chi Minh CityVietnamRepresentative Office of EMC Computer Systems (South Asia) Pte. Ltd. in HanoiVietnamRepresentative Office of EMC Computer Systems (South Asia) Pte. Ltd. in Ho Chi Minh CityVietnamRepresentative Office of EMC Computer Systems Austria GmbH in BelgradeSerbiaRSA Federal LLCUnited StatesRSA Security B.V. India Liaison OfficeIndiaRSA Security LLCUnited StatesScaleIO LLCUnited StatesScaleIO, Ltd.IsraelSecureWorks Australia Pty. Ltd.AustraliaSecureWorks Corp.United StatesSecureWorks Europe LimitedUnited KingdomSecureWorks Europe S.R.L.RomaniaSecureWorks India Private LimitedIndiaSecureWorks Japan K.K.JapanSecureWorks SASFranceSecureWorks, Inc.United StatesSichuan An Cheng Security Technology CompanyChinaTaiwan VMware Information Technology LLCTaiwanVCE Company, LLCUnited StatesVCE IP Holding Company LLCUnited StatesVCE Solutions B.V.Netherlands9 VCE Solutions LimitedUnited KingdomVCE Solutions Pte. Ltd.SingaporeVCE Solutions S.A.S.FranceVCE Technologies Pty LtdAustraliaVCE Technology Solutions K.K.JapanVCE Technology Solutions LimitedIrelandVCE Technology Solutions Limited - Dubai Branch OfficeUnited Arab EmiratesVeloCloud Networks Private LimitedIndiaVelocloud Networks, LLCUnited StatesVirtustream Bulgaria EOODBulgariaVirtustream Canada Holdings, Inc.CanadaVirtustream Cloud Services Australia Pty LimitedAustraliaVirtustream Cloud Services Ireland Unlimited CompanyIrelandVirtustream Cloud Services Italia S.r.l.ItalyVirtustream Cloud Services Japan K.K.JapanVirtustream Germany GmbHGermanyVirtustream Group Holdings, Inc.United StatesVirtustream IP Holding Company LLCUnited StatesVirtustream Ireland LimitedIrelandVirtustream LimitedJerseyVirtustream LT UABLithuaniaVirtustream Security Solutions LLCUnited StatesVirtustream Security Solutions Private LimitedIndiaVirtustream Switzerland SàrlSwitzerlandVirtustream UK LimitedUnited KingdomVirtustream, Inc.United StatesVMW Holdco LLCUnited StatesVMware (Thailand) Co., Ltd.ThailandVMware Australia Pty LtdAustraliaVMware BelgiumBelgiumVMware Bermuda Unlimited CompanyIrelandVMware Bulgaria EOODBulgariaVMware Canada Inc.CanadaVMware Costa Rica Ltda.Costa RicaVMware Denmark ApSDenmarkVMware Eastern EuropeArmeniaVMware France SASFranceVMware Global, Inc.United StatesVMware Global, Inc. Zweigniederlassung DeutschlandGermanyVMware Hong Kong LimitedHong KongVMware Information Technology (China) Co. Ltd.ChinaVMware Information Technology (China) Co. Ltd. - Beijing BranchChinaVMware Information Technology (China) Co. Ltd. - Guangzhou BranchChinaVMware Information Technology (China) Co. Ltd. - Shanghai BranchChinaVMware International LimitedIrelandVMware International Marketing LimitedIrelandVMware Israel Ltd.IsraelVMware Italy S.r.l.ItalyVMware Korea Co., Ltd.Korea, Republic ofVMware Malaysia SDN. BHD.Malaysia10 VMware Marketing Austria GmbHAustriaVmware Mexico S. de R.L. de C.V.MexicoVMware Middle East FZ-LLCUnited Arab EmiratesVMware Netherlands B.V.NetherlandsVMware NZ CompanyNew ZealandVMware Rus LLCRussian FederationVMware Saudi LimitedSaudi ArabiaVMware Singapore Pte. Ltd.SingaporeVMware Software e Serviços Brasil Ltda.BrazilVMware Software India Private LimitedIndiaVMware South Africa (Pty) LtdSouth AfricaVMware Spain, S.L.SpainVMware Sweden ABSwedenVMware Switzerland GmbHSwitzerlandVMware Turkey Software Solutions and Services Company LimitedTurkeyVMware UK LimitedUnited KingdomVMware, Inc.United StatesVMware, K.K.JapanWaltham Ventures LLCUnited StatesWanova Technologies Ltd.IsraelWyse International L.L.C.United StatesWyse Technology GmbHGermanyWyse Technology International B.V.NetherlandsWyse Technology L.L.C.United StatesXtremlO Ltd.Israel11 Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-213515) of Dell Technologies Inc. of our reportdated March 29, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K./s/ PricewaterhouseCoopers LLPAustin, TexasMarch 29, 2019 Exhibit 31.1CERTIFICATION OF MICHAEL S. DELL, CHAIRMAN ANDCHIEF EXECUTIVE OFFICER, PURSUANT TO RULE 13a-14(a) UNDERTHE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTEDPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Michael S. Dell, certify that:1.I have reviewed this Annual Report on Form 10-K of Dell Technologies Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.March 29, 2019 /s/ MICHAEL S. DELL Michael S. Dell Chairman and Chief Executive Officer1 Exhibit 31.2CERTIFICATION OF THOMAS W. SWEET, EXECUTIVE VICE PRESIDENT ANDCHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14(a) UNDERTHE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTEDPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Thomas W. Sweet, certify that:1.I have reviewed this Annual Report on Form 10-K of Dell Technologies Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.March 29, 2019 /s/ THOMAS W. SWEET Thomas W. Sweet Executive Vice President and Chief Financial Officer1 Exhibit 32.1 CERTIFICATIONS OF MICHAEL S. DELL, CHAIRMAN AND CHIEF EXECUTIVE OFFICER,AND THOMAS W. SWEET, EXECUTIVE VICE PRESIDENTAND CHIEF FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002The undersigned officers of Dell Technologies Inc. hereby certify that (a) Dell Technologies Inc.’s Annual Report on Form 10-K for the fiscal year endedFebruary 1, 2019, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934 and (b) information contained in the report fairly presents, in all material respects, the financial condition and results of operations ofDell Technologies Inc.March 29, 2019 /s/ MICHAEL S. DELL Michael S. Dell Chairman and Chief Executive OfficerMarch 29, 2019 /s/ THOMAS W. SWEET Thomas W. Sweet Executive Vice President and Chief Financial Officer1 Exhibit 99.1UNAUDITED ATTRIBUTED FINANCIAL INFORMATIONFOR CLASS V GROUP(continued on next page)The information presented below is intended solely to show the attribution of revenue and expenses to the Class V Group in accordance with the TrackingStock Policy of Dell Technologies Inc. (“Dell Technologies” or the “Company”), a copy of which is filed as Exhibit 99.2 to the Company’s Annual Report onForm 10-K for the fiscal year ended February 3, 2017. The individual income and expense line item amounts reflected in the column for VMware, Inc.(“VMware”) are for informational purposes and do not represent actual income and expenses of the Class V Group.On December 28, 2018, the Company completed a transaction, referred to as the “Class V transaction,” in which all outstanding shares of Class V CommonStock ceased to be outstanding, and the tracking stock feature of the Company’s capital structure was terminated, as of that date. Prior to the completion ofthe Class V transaction, the Class V stockholders did not have any special rights related to, direct ownership interest in, or recourse against the assets andliabilities attributed to the Class V Group. Holders of the Class V Common Stock were stockholders of the Company and subject to all risks associated withan investment in the Company and all of its businesses, assets, and liabilities.Beginning with the first quarter of its fiscal year ending January 31, 2020, Dell Technologies will no longer present Unaudited Attributed FinancialInformation for Class V Group as a part of any quarterly report on Form 10-Q or annual report on Form 10-K. Fiscal Year Ended September 7, 2016 through February 1, 2019 February 2, 2018 February 3, 2017 VMwareReportableSegment AdjustmentsandEliminations(a) VMware VMwareReportableSegment AdjustmentsandEliminations(a) VMware VMwareReportableSegment AdjustmentsandEliminations(a) VMware (in millions)Net revenue$9,088 $(114) $8,974 $7,994 $(132) $7,862 $3,543 $(402) $3,141Cost of net revenue1,086 172 1,258 990 151 1,141 399 54 453Gross margin8,002 (286) 7,716 7,004 (283) 6,721 3,144 (456) 2,688Operating expenses: Selling, general, andadministrative3,407 284 3,691 2,801 463 3,264 1,113 228 1,341Research and development1,606 369 1,975 1,394 361 1,755 515 144 659Total operating expenses5,013 653 5,666 4,195 824 5,019 1,628 372 2,000Operating income (loss)$2,989 $(939) $2,050 $2,809 $(1,107) $1,702 $1,516 $(828) $688Interest and other income(expense), net attributable toVMware 833 112 6Income before income taxes attributable toVMware 2,883 1,814 694Income tax provisionattributable to VMware 461 1,155 131Net income attributable toVMware $2,422 $659 $563____________________(a)Adjustments and eliminations primarily consist of intercompany sales and allocated expenses, as well as expenses that are excluded from the VMwarereportable segment, such as amortization of intangible assets, stock-based compensation expense, severance, and integration and acquisition-relatedcosts.1 UNAUDITED ATTRIBUTED FINANCIAL INFORMATIONFOR CLASS V GROUP(continued)Reconciliation of net income attributable to VMware to Class V Common Stock economic interest in Class V Group: Fiscal Year Ended September 7, 2016through February 1, 2019 February 2, 2018 February 3, 2017 (in millions)Net income attributable to VMware$2,422 $659 $563Less: Net income attributable to VMware for the period from December28, 2018 to February 1, 2019(15) — Less: Net income attributable to non-controlling interests(452) (121) (97)Net income attributable to Class V Group1,955 538 466Less: DHI Group's 38.90%, 38.48% and 36.43%, respectively, weightedaverage retained interest in Class V Group(760) (207) (170)Class V Common Stock economic interest in Class V Group (a)$1,195 $331 $296____________________(a)For the fiscal year ended February 1, 2019, Class V Common Stock economic interest in the Class V Group represents net income attributable to theClass V Group for the period ended December 27, 2018, the last date on which the Class V Common Stock traded on the New York Stock Exchange.2

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